Chronicles of Peter Parker Volume I - Genesis
by Hardstone
Summary: Before he became Spider-Man, Peter Parker comes to grips with his new found power. Avoiding secret agents, juggling school and love, Peter and his friend Harry will deal with tragedy on their way to discovering a hidden plot that will catapult them into a larger universe. Set in Phase 1 of the Marvel Cinematic Universe.
1. Freak

**Midtown High**

* * *

At the front of Midtown High students are arriving to class as they do on any normal day of any normal week. Though for one student, this will not be a normal week, this will be the week where his life, and the lives of everyone within this city change.

As Flash and his friends approach the stairs of Midtown High, they come across Peter Parker. Flash looks back towards his friends, Sean McKeever and Seymour O'Reilly, with a smirk on his face, he gives them a sly wink and proceeds to walk closely behind Peter, mimicking his movements.

Peter looks back towards Flash, as he does Flash punches him in the arm, causing him to stumble, lose the bag that was hanging from his shoulder and fall to the floor. As Peter sits on the floor Flash leans down, bringing his face next to Peter's and yells.

"Peter Punch!"

Peter jerks back startled by Flash's aggressive outburst. Flash proceeds to cackle to himself and stroll off to class. As Flash's friends walk past, they join in the fun, each one punching Peter in the arm and following with the same words.

"Peter Punch!"

As Peter begins to pick himself and his bag off the floor the most popular girls in school approach.

_Just my luck_ Peter thinks to himself.

The three girls walk past and giggle to themselves at Peter's expense.

Liz Allan is blonde, beautiful, but not very bright. She finds amusement in everything, but struggles to understand anything

Mary-Jane Watson is the more grounded of the three, she has flowing red hair, is gorgeous like the others, but her family and upbringing makes her more sympathetic to others, and slightly uncomfortable with her status as one of the In group.

Lastly is Gwen Stacy, Gwen is the most beautiful girl in school, long blonde hair flows down over her athletic body. Hey perfect physique is matched by her intellectual capacity to understand complex subjects and hold her own in a discussion with student and teacher alike.

Peter looks up with a grimaced smile in an attempt to not look pathetic.

"What a freak!" says Liz.

The other girls burst out laughing and head off to Midtown High's main doors. As they enter Peter continues to crouch on the floor with his bag, staring at Gwen thinking.

_She's so gorgeous with her perfect blonde hair, her cute little nose and tight little._

Peter suddenly stops his line of though and shakes his head.

_What are you doing Peter, these girls don't even care about you, stop thinking about her!_

Peter walks into the main doors muttering to himself,

"Peter Punch? Really, is that all they could come up with?"

The School bell rings for the start of first period, Peter is now running late, he runs down the corridor to his class and flies in through the door.

The entire class look at him as he slides in, Peter's teacher Mr Benson looks at him with disgust. Mr Benson is a middle aged balding man who smells of whiskey most days of the week and has an unusual habit of dressing in a shirt and slacks, but never tucking in his shirt.

"Mr Parker, nice of you to join us," he bellows in a sarcastic tone.

"Sorry Mr Benson, I was just …" Peter tries to respond,

"All right, all right, just take your seat!" Mr Benson orders.

Peter takes his seat and immediately feels a spitball hit the back of his head.

_God I hate it here, I'm so looking forward to tonight._

Later on that day, Peter arrives at his advanced science class. Peter sits down at the front of the class and smiles to himself,

_The one time of the day when I can actually concentrate on something important, away from the Neanderthals_.

As the class begins Dr Walker, an old man in his sixties and hunched over, slowly yet methodically goes through his exercise book, staring at his sometimes ineligible notes through thick bottle top glasses. He finally arrives at today's notes and looks at an opening address he has prepared for the new year. Dr. Walker smiles with pride as he looks briefly through his speech.

"Good afternoon everyone, it is a pleasure to see you all again this year, as the best and brightest of Midtown High." Dr Walker pauses and looks up.

"I look forward to enhancing your education, and scientific minds, to push the boundaries and grow your knowledge" He continues.

One student yawns aloud in response and receives muffled laughs from a few students in the class. Dr Walker looks around, realizing that the class has not quite been as inspired as he'd hoped decides he will let the class know the really big news.

"Before we start this year I'd like to make an announcement that I'm sure you'll all be excited to hear. This year Norman Osborn of Oscorp has created a special foundation for the brightest scientific minds, The Osborn Science Academy".

The distraction and murmurs in the class suddenly disappear.

"Only the best high school students were selected for this program throughout the state of New York, and I am so proud to announce that we have two students from our very own class".

Dr Walker now has the full attention of the class. The Osborn Science Academy has been a high profile program, plastered all over the media as a PR exercise to boost Oscorp's image. This push is in light of recent controversy's surrounding unsanctioned testing of experimental treatments.

Dr Walker continues, "The two students who will be participating in this program are Gwen Stacy and Peter Parker!"

Peter already knew he'd been accepted into the program, but when Gwen's name was announced his face is filled with both shock and disbelief.

Peter peers over his shoulder, back towards where Gwen is sitting. He sees fellow class mates walk up to her and congratulate her with high five's and a few hugs. Peter looks at her as she smiles with glee and thinks to himself,

_She's as smart as me, that is so hot!_

Peter continues to stare at Gwen but then looks around and comes to the realization that nobody is congratulating him. The entire class is fixated on Gwen, amazed that a girl could be so gorgeous, talented and smart, yet nobody has even approached him or acknowledged him.

Dr Walker calls the class to attention to begin the session. The class begins with a discussion of mutation and rapid evolution. Peter's attention is refocused and his face lights up as they learn about the rapid adaptation of Peppered Moths to changes in soot-covered trees. 

Later that day as Peter leaves Midtown High, Flash and his friends corner Peter.

"Hey Parker, we have this project due tomorrow about … um science and stuff. You need to do it for us, or else!" Flash demands.

"You'll have to be a little more specific, Flash, science and stuff is kinda broad." Peter replies with a hint of sarcasm totally missed by Flash.

Flash, confused by what Peter has said, continues "It says . . . . ahhh natural selection."

Peter smiles "Ahhh, natural selection, don't worry Flash I know a lot about it. Unfortunately it doesn't seem to be working on homo sapiens anymore".

"Ha, then why are we learning about stuff that doesn't exist?" Flash says puzzled.

Peter smiles, "Don't worry Flash; don't confuse yourself. I'll make sure the consonants are verbs and the grammar is isometric and the teachers will give you full marks".

Flash looks more confused than before, he shoves the papers into Peter's chest, "Whatever Parker, just get it done."

"Ok Flash I'll do it this time, just leave me alone from now on".

Flash laughs and pushes him into the wall.

"We'll leave you alone when we say we'll leave you alone Parker, just get it done!".

The group leave and Peter is left with Flash's report in his hand.

**Peter Parkers House**

* * *

As Peter arrives home his Aunt May is waiting. "How was your day Peter?" she asks.

"It was fine" Peter replies.

Peter immediately goes up to his room. He throws his bag onto the bed, Flash's test flies out of the bag and onto the floor reminding him of what had just happened.

Peter goes to the bathroom looking at himself in the mirror; his eyes becomes blurry as tears well up, then roll down his cheeks. He begins to sob quietly, "Why me? What did I do to deserve this?".

He holds his head in his hands, runs the tap and then washes his face trying to hide his red eyes. He hears Aunt May knock on the door.

"Peter, you'll be late for your first day!"

"Ok Aunt May, I'm just getting ready," Peter yells back.

"I'll be downstairs Peter" she replies.

Peter washes his face, looks at himself again in the mirror and speaks to himself quietly.

"Come on Peter, you have to do this for Aunt May and Uncle Ben, this is your chance to be someone".

He practices his smile, putting on his happy face. Finally he feels that he looks presentable and goes downstairs.

Aunt May sees Peter and her face lights up, "Oh Peter, are you excited about starting at the science academy tonight?.

"Yeah, it should be good." Peter replies with mild enthusiasm.

Uncle Ben enters the room and boasts, "Peter, this won't be just good, it will be great! You've beaten all the other kids in the state to get into this academy!"

Peter gives a little smile at his uncle's unwavering enthusiasm and positivity.

"Now, I know that we haven't been able to provide much for you…"

Peter interrupts, "No, Uncle Ben, its fine, you've been great to me…"

"Peter, let me finish' Uncle Ben interjects, "We aren't a rich family, we couldn't give you tutors, the best education, but you still exceeded anything I could have imagined. You will be a great scientist and change the world Peter, I have no doubt in that."

Peter's face lights up with a broad smile, pride fills him and the confidence to do anything. One thing Peter has always been able to depend on is his Uncle seeing the positive of everything, and making him feel like he is more than what the rest of the world tells him.

Aunt May is quietly shedding a tear, she smiles at her husbands words and the achievement of her nephew. Aunt May gives him a big hug and a kiss on the cheek as he and Uncle Ben leaves for his class.

**Oscorp Tower**

* * *

Uncle Ben pulls up out the front of Oscorp Tower, "Now Peter, just enjoy yourself and make the most of this opportunity" Uncle Ben tells Peter as he opens the door.

"I will Uncle Ben", replies Peter.

Peter walk into the large stone covered courtyard leading to the Oscrop Tower front doors, he looks up in amazement at this giant skyscraper in the heart of the New York's business district. The building is a glass covered tower that is over 90 stories high. Each pane of glass is connected, sealed and polished with the next pane, giving it a seamless join with no concrete in sight. The building is an oblong shape, with a wide base but much narrower upper section, its form is both modern and and sleek, the centrepiece of Manhattan's business district.

Peter stares for a few moments, then finally walks through the main doors and heads to the main elevator. Peter hits floor 61 as per his invitation.

As the elevator doors open Peter walks out and sees an expansive lab that is open plan with twelve areas, aligned in four rows of three columns. Each area contains an arc of approximately twenty transparent enclosures, each area containing a different type of arthropod from scorpions and chameleons to spiders.

The rest of the class is standing in front of the main desk that is located at the back of the room. To the side is a contingent of media present to cover the event. The main desk is raised above the rest of the room, and Dr Connors stands behind it peering over his new students. Dr Connors wears a white lab coat with one arm tied up partly disguising the fact that he only has one arm.

"Now that everyone is here let us begin" Dr Connors

Dr Connors begins, "I welcome you all to the Osborn Science Academy for Young Scientists. This is the first time that anyone has brought together the greatest young minds together to learn cutting edge science and develop beyond the constraints of the state education system".

The students assembled clap with enthusiasm, Dr Connors continues, "Here at the Academy we are continuing on with a ground breaking project that until recently was top secret"

Dr Connors waits in silence, building anticipation within the crowd. The students are all wide-eyed awaiting what cutting edge project he will unveil.

"The project we will be working on is trans-genetic combination, and I'm sure I don't need to explain what that means to any of the student here".

The students giggle to themselves , looking at each other with smirks on their faces.

Dr Connors continues, "But for the sake of the media what that means is we are combining the DNA from different species into one animal with the help of radiation, and a few other things, but you don't need to worry about the details".

Media representatives scribble down notes intensely.

"Students will work with arthropods that have had their DNA manipulated using radiation and viral RNA as a vector for introducing specific DNA sequences. These subjects will have enhanced abilities and new morphological aspects to that original species." Dr Connors finalizes his overall speech.

Dr Connors asks the media gallery for questions. Ned Leeds from the Daily Bugle is first in line and asks "What are the benefits to this type of research? How does it help your average Joe?"

Dr Connors chuckles to himself, "Mr Leeds, let me put it plainly for you, and your readership. Trans-genetic research has the possibility to end disease, disability and poverty." Dr Connors pauses as the assembled media frantically take notes.

"We are currently only at an early stage, but we envisage creating plants resistant to fungus and insects, animals that create more food, that provide us with resistance to disease, that allow people who suffer from disability to be whole again".

"Are you talking about changing people's DNA, making mutants?" asks Ned.

"No no no, not mutants, there is a possibility that we can fix parts of our DNA that are broken, or not developed, but this is years, 20 years away we are still just working on arthropods" replies Dr Connors.

After answering a few more mundane questions the media leave and let Dr Connors begin the actual class.

Dr Connors begins the class with an overview of what they're doing and why.

"Trans-genetic research is one of the most important endeavours in science today. What we want to do is enhance the genome of the plants and animals we use, making them more efficient, more effective for the benefit of all humans."

A student raises their hand as he finishes, "Yes, do you have a question?" asks Connors.

The student asks, "Does trans-genetic research have application on higher order animals, such as humans?"

The class begin to murmur with excitement. Dr Connors smiles at the enthusiasm in the room.

"Potentially any living organism could be utilized in these experiments, but as I stated before we are years away from successful implementation in Arthropods, never mind humans".

Another student puts there hand up to ask a question, Dr Connors looks across and points in her direction.

"Why did you start in trans-genetic research?"

Dr Connors now shuffles uncomfortably on the spot, he looks around the room.

"Well I've been working in the science department at Oscorp for nearly my whole life. Originally I had been a lead scientist on a human enhancement program. But then I was involved in a tragic accident, I was extraordinarily lucky to survive but not all of me made it out" Connors looks down at his missing arm.

"After that event I came up with an idea, whereby we could introduce specific animal DNA segments into a person enhancing them, maybe even growing back a lost limb."

"Norman Osbourne believed in our vision and funded our program to develop the technology".

"Now Oscorp has other priorities, but that means that you, the top students from New York, now get an opportunity to work on the cutting edge of science".

"I have seen the work that you have produced in order to qualify for this academy, and I have the upmost faith that you will be able help us find the answer, and maybe one day, in the future, I'll be able to play a round of golf, or even just snap".

The students laugh and clap as Dr Connors holds his arm up in appreciation. As they quite down Dr Connors introduces his two assistants.

"During your work here we will have two Phd students from Empire State University who are both experts in their own right".

"Firstly we have Michael Morbius, who is a major in biochemistry".

"Secondly we have Miles Warren, majoring in biochemistry and genetics. These two are great scientists and are who you should aspire to be!"

Dr Connors begins assigning students to groups, Peter looks across at Gwen, he thinks to himself,

_What if I'm partnered up with Gwen, then maybe she'd notice me!_

Dr Connors eventually reads out Gwen Stacy, Peter's eyes light up. He focuses his entire attention to Dr Connors who read out her partners name

"Peterson, John Peterson"

Peter's face drops in disappointment. Dr Connors reads out the next lab partner grouping,

"Peter Parker will be partnering with…" Dr Connors hesitates; he looks at his sheet again and then announces.

"Peter Parker will be partnered with Harry Osborn."

Dr Connors then continues to read out the rest of the assigned partners.

Harry is standing next to Peter, "Hi I'm Harry, looks like we going to be lab partners."

Peter looks back at him in disbelief "Harry Osborn? As in _Osborn_, Osborn?"

Harry looks at him peculiarly, "I'm not sure what that means, but yes, I am Norman Osborn's son."

Peter looks in amazement, then regains his composure and holds out his hand.

"Well it's nice to meet you, I hope we have a great lab partnership."

Harry laughs, "Thanks Pete, I'm sure we'll get some great results."

Dr Connors begins assigning each team an arthropod to work on, Peter suggests to Harry.

"Lets work on the beetles, they're the most diverse animal form in the world".

Harry shakes his head "Spiders are way cooler, we should definitely do the spiders".

Peter is reluctant, "Harry, I don't really like spiders. I don't have arachnophobia …but can't we do something a little less… well dangerous."

Harry laughs again at Peter. "Spiders have some of the most interesting features of all arthropods. It will make great science Peter, trust me".

Peter is apprehensive, he stands silently looking at Harry.

"Spiders are amazing Peter, they can walk up walls, on roofs, anywhere. They create intricate traps in the air using biologically constructed materials stronger than steel. They have a power to mass ratio beyond any mammal!"

"Ok Harry I get it, spiders are cool - they are fast, strong, smart"

"Yeah exactly, but also some scientists believe that the spider has a sixth sense. They have observed spiders predicting when a predator is approaching and avoid being captured."

Peter laughs, "Tell that to the house spider my uncle squashed last night. I don't think his spider sense wasn't working too well."

They boys laugh and Peter reluctantly agrees with Harry, "Ok we'll do the spiders"

The two boys take their assignment from Michael Morbius and head over to an arrangement of glass enclosures which form a wall on top of their working desk.

The boys perform their initial assessments of the subjects within each of the enclosures. After they have finalized their assessments the two boys leave the building.

Harry and Peter exit the front of the building and Harry's limousine approaches.

"Do you want my chauffer to give you a ride home?" Harry asks Peter.

Peter looks surprised at the offer.

"That's really ace of you Harry but I'm ok, my uncle is coming to pick me up".

Harry smiles "No worries Peter maybe next time"

As they shake hands and say goodbye Gwen walks past the two.

"See you guys next time"

Both boys momentarily stop and look at Gwen as she strolls up to a waiting car. As her car leaves the boys look at each other, both with a grin on their face.

"Well suddenly I'm really looking forward to our next session" Harry says with a grin.

Peter is still grinning "I know what you mean, though I've gone to school with her for 10 years and that's the first time she's actually spoken to me".

"Have you tried speaking to her?"

Peter begins to blush and looks down at the floor awkwardly "um, not really, I can't speak to her, we are in different social standings, she's a cheer leader, I'm just"

Harry interrupts,

"You're just the only person at that school as intelligent as her" Harry explains,

"Think about it Peter, just give it a try tomorrow, what do you have to lose?" Harry tells Peter as he enters his limousine

"Ok Harry, see you later" Peter replies as Harry's limousine drives off.

Uncle Ben's old car stops at the curb-side and Peter gets in.

"How was your first class Peter?" Ben asks

"It was great actually, we are learning about trans-genetic manipulation and recombination"

Uncle Ben looks blankly ahead, Peter stops himself from continuing on with the realization that Ben doesn't understand any of this.

"We learnt lots of cool stuff, and I think I made a friend as well" continues Peter

"Well that's great Peter, I'm glad to hear it, you'll have to invite them over for dinner some time"

Peter goes silent.

"What's wrong Peter, you don't want us to meet your friend? Is it a girl?".

Peter chuckles, "No, its not a girl, it's Harry Osborn, as in son of Norman Osborn"

Now Uncle Ben is silent for a moment, "Oh, as in the guy who owns that really big shinny building we just left?"

"That's the one" Peter replies.

"Well I guess we better get the good china out then!" Uncle Ben jokes and the two laugh on their way home.


	2. A small bite

**Midtown High**

* * *

The next morning Uncle Ben drops Peter off at school, early as usual on his way to work. Peter waits out the front of the school on a bench staring into space, daydreaming.

_I wonder what Gwen meant, does that mean she notices me, maybe I should speak to her_, he thinks to himself.

As Peter is daydreaming he sees in the distance Gwen approaching with her usual companions. He suddenly freezes tensing his whole body, holding his breath and appearing motionless. He stares at the girls as they turn off the footpath and up the schools main path.

He then begins talking to himself, "Don't get nervous Peter, don't get nervous. Like Harry said she's noticed me, she knows who I am"

Sitting next to Peter is another young boy. He looks across at him and says, "You really are a weirdo Parker!"

He gets up and walks away. Peter looks at him and momentarily loses his concentration, he then turns around and sees that Gwen and her friends are walking up the stairs and only meters away.

Peter stands up, leaving his bag on the bench as they approach, he opens his mouth but feels a lump in his throat.

_I can't do this_ he thinks to himself, he finally managers to mutter, "Ah… ah… Gwen, hey um how's ah…."

The girls all laugh at him, Gwen replies to him in a sarcastic tone.

"Hey Parker, I'm glad we had this chat, can't wait until our next one."

The Girls walk into the building, as yesterday, laughing at Peter's expense.

Peter is standing silently staring back at them

_What is wrong with me? Is this how every day is going to turn out?_

As Peter turns around to pick up his bag off the bench he sees Flash is standing right in front of him, "What do you think you're doing Parker? Trying to steal my girl?"

Peter is startled and hesitates in his response, "No, no Flash I was just saying …"

"You were just saying what to my girl Parker?"

Peter tries to respond, "Nothing, Flash I was"

Immediately Flash grabs him by the scruff of the neck not letting him finish. He lifts Peter up onto his tiptoes and tells Peter, "You don't talk to my girl Parker, you don't talk to anyone Parker!"

As Flash threatens him a teacher walks past and asks, "Shouldn't you kids be in class?"

"Yes Sir," Flash replies.

Flash lets go of Peter and whispers in his ear, "This isn't over Parker."

Peter spends his day noticing students whisper to each other as he walks by. They sheepishly look at him, some laughing, some actually looking at him with concern.

_Flash must be really pissed off!_

As Peter leaves school he notices a crowd of 30 to 40 kids are standing out the front of the school. Peter walks past them and looks across intrigued by what is happening. As he does he notices something strange, everyone is looking at him.

Suddenly Peter's face fills with fear.

_FLASH_

He looks across and now realizes that the crowd is moving in his direction, students run around behind him to get a good view as Flash emerges from the crowd, wearing his tight fitting gym shirt, strutting like a lion, king of the pride, master of his domain.

Flash walks into Peter's path, Peter stops and is frozen in fear. Flash has a sinister grin on his face; he looks around at the crowd, feeding off their energy, their anticipation for a fight.

Peter comes to his sense and realizes he needs to get out of here. He tries to back out of the circle, but is pushed back in and his bag is ripped from his shoulder.

Flash walks up to Peter, grabs his shirt with his left hand, twists it around and drags it, and Peter, up to his eye level. Again Peter is on his tiptoes.

"No one hits on my girl Parker, especially not a pathetic nerd like you!"

Peter tries to explain in his panicked, confused state, "I didn't hit on her, I just was like, ah... saying hello!"

"Don't lie to me Parker, I see how you look at her!"

Flash takes his right hand and punches Peter in the stomach twice, still holding him by his shirt. Peter doubles over and Flash lets go of Peter shirt as he falls to the ground. Peter holds his stomach coughing and trying to get his breathe back.

The crowd are cheering and going wild, students jump on each other to get a look at Peter on the ground. Flash soaks in the atmosphere, students are cheering him, encouraging him to give Peter more. Flash gives them a little nod and points three fingers up.

"Should I give him some more, three or four?"

A student yells out "Ten" and the crowd laughs.

Gwen and MJ push through the crowd and make it to the front. They look over and see Flash picking up Peter by the arm. MJ looks at Gwen and tugs her shirt, "I think he's had enough, you should tell Flash to lay off." Gwen nods in agreement, "Ok, I'll do it AGAIN!"

Flash has lifted Peter to his feet, Peter looks up at Flash.

"I'm sorry Flash, I didn't mean to, I won't talk to her again."

Flash bellows with laughter, as does the crowd at Peter's submission.

"Just leave me alone, ok" Peter pleads.

Gwen approaches Flash, "You've had your fun now let him go Flash, it's not funny anymore!"

The crowd now mock Flash, "oooooooooooo" they say, almost in unison.

"You better listen to your girlfriend Flash" Someone yells out.

Flash looks around to see where it came from but the crowd is too thick. Flash's face turns to a scowl as he realizes the crowd are now beginning to laugh at him.

"Come on Flash lets go" asks Gwen.

Flash turns to her with a look of frustration and anger. "I'll go when I want to go!"

Flash punches Peter in the chest and sends him crashing into the crowd of people, knocking two of the onlookers over. The crowd erupts in cheers, Flash smiles gleefully to the crowd but as he does Gwen storms off. Turning to Gwen, Flash realises that he has upset her and follows her. As the crowd disperses Peter slowly picks himself up and begins his walk home.

**Peter Parker's House**

* * *

Peter enters his house with a hunched posture and pained expression. Aunt May asks immediately, "What's wrong Peter? What happened?"

"It's nothing" Peter replies but Aunt May is upset.

"Has that boy been picking on you again? This is the last straw I'm calling the school" She walks over to the house phone.

"No Aunt May it's fine, just leave it alone! I'm going to my room!" he protests and slowly staggers up the stairs.

Peter's uncle enters the kitchen and asks May, "What's happening in here?"

"That boy has been bullying Peter again, I'm calling the school" May tells him as she picks the phone off the wall.

"Ok, calm down May, lets not jump the gun!" Ben says to her in a calm manner.

"Jump the gun, It's the second day of school Ben, I'm not going to go through another year of this, do you hear!" Ben nods his head to May's plea.

"I know, just let me speak with him first!" May stares at Ben with annoyance, but finally puts the phone down "Very well Ben, but.."

"Yes I know dear, I know" Ben replies before she could finish telling him.

Ben knocks quietly on Peter's door, "Are you alright Peter? Do you want to speak about what happened?"

Peter is sitting on the side of his bed with is head hanging low. He slowly shakes his head.

"No Uncle, its fine." Uncle Ben opens the door slightly and pokes his head in, "I hope you're not naked"

Peter begins to smile slightly and looks up.

"Hey Peter, I hear you had a rough day"

"You could say that again" Peter replies.

"Hey Peter, I hear you had a rough day" Uncle Ben repeats.

Peter's smile broadens, "You realize that doesn't get funnier the more you use it"

"It doesn't need to, it's already funny" responds Ben as he sits on the bed next to Peter.

"You know I got picked on when I was at school too. I remember the feeling of fear, to be pushed around and feel powerless. It is a difficult thing to deal with when you can't fight back."

Peter looks across to his Uncle, "What should I do?".

Ben looks him in the eye and speaks with clarity and authority.

"Peter, everyone has the power over their own lives"

"We can't always control what happens to us, but we can control how we react!"

"I don't understand," replies Peter.

"Peter, you're a scientist. What is power, in scientific terms?"

"Well, power is the ability to move an object"

"Exactly!" interrupts his uncle, "The ability to move, to influence, to change, like say to move this bag from the floor, to the bed, where it should be."

Ben picks up the bag and places it on Peter's bed and gives him a cheeky little wink and smile.

"Power controls everything, it moves objects and it moves people. But people are more than just objects." Ben pauses for a moment "We think, we choose and we have free will to make our own choices."

"Ok so I have power over my choices, how does that help me?" Peter asks with a puzzled look on his face.

"It means you stand up to him, not physically, but mentally. Show him you're not afraid of him!" Ben pauses and looks deep into Peter's eyes, "The only power they have over you, is the power you give them."

Peter stares back at Ben for what seems like an age, "I still don't get it, what power do I have?" Peter says still confused.

"Peter, these bullies pick on you because you allow them to, if you stand up to them, they will back down, that's what bullies do!"

"But then they'll pick on me more!" Peter protests.

"They're already picking on you, what's the worse that could happen? They pick on you?"

Peter now becomes silent, his face deep in thought.

"What's the worst they can do, what do I have to lose". Peter thinks more about it, "That's it what else can they do, thanks Uncle Ben" Peter jumps up off the bed and heads out the room.

Ben sits alone on Peter's bed, "I've been working on that power speech for so long, and all he takes form it is they can't beat you up any worse!" Ben sits silently the speaks to himself, "I'll need to work on it some more."

Ben returns to the kitchen where Aunt May is fretting at the table.

"This really needs to stop Ben, they can't treat him like this!"

Ben sits down and takes Aunt May's hands in his own, "I've spoken with him and he's feeling much better. I think Peter is capable of handling this on his own."

**Midtown High**

* * *

The next day during school Peter attends all his classes as normal and luckily doesn't see Flash. Peter's mind begins thinking, _Perhaps Flash is over it now, perhaps he's got it out of his system and will leave me alone, for a day at least_

Peter leaves his last class and decides to walk out the side gate of the school, _Best not to cause another incident if it can be helped._

Peter looks right and doesn't see Flash or his friends, he then turns left to begin walking home, but as he does he notices four large boys walking in front of him. Immediately Peter realizes its Flash and some of his football friends. Peter immediately stops mid-stride, turns around and walks back towards the school. As he does one of the boys happens to turn around and sees Peter.

"Hey, there's Parker" he tells the others who turn around and run towards Peter. Ignoring them Peter continues to walk but is quickly surrounded and stops.

"Hey Parker, what happened to my assignment? You were supposed to get it to me yesterday!" Flash bellows at Peter.

Peter turns around, his face is filled with fear, "Well I was kind of busy getting beaten up!" Peter replies with a begrudging sense of inevitability.

Flash becomes angry "Parker, I don't care about your excuses, you're gonna have to pay!"

Peter stands there silently, without emotion. He has accepted that he's about to get beat up again and there's nothing he can do about it. Peter looks Flash in the eye, "Ok Flash, go ahead."

Flash is momentarily startled by Peter's lack of fear, his apathy to Flash's threats. Flash's hesitation is noticed by Peter.

_Flash hesitated, he actually hesitated. What Uncle Ben said is right, these bullies feed off my fear, what else can they do to me, what do I have to lose._

"I'm not doing your homework anymore, Flash!"

Flash glares at Peter with disbelief, "What did you say Parker?" he growls.

"I said, I'm not doing any more homework or anything else for you. You can beat me up all you want, but it won't help."

"Yeah Peter, that's right! I can beat you up and you WILL do my homework!"

Flash pushes Peter hard against the wall grabbing his collar and partly choking him. Flash holds him there until Peter's face goes red and he can't breathe. He then drops Peter and Flash's friends laugh.

"Now you'll do it, won't you Peter?"

Peter is struggling to get his breath back. He leans on one knee, trying to get air into his lungs.

_It's just easier to give in, it's not worth getting beaten up over_.

Peter stays crouching one his knee, _What more can they do to you, the only power they have is the power you give them_.

Peter stands up and looks Flash in the eye, "Well, you're going to beat me up anyway so why should I?" Peter says bluntly.

"Unless you pay me to do your homework, you'll need to learn about science, all by yourself", Peter pauses, then adds, "And just so you know the going rate is $10 per assignment!"

Flash's rage grows, he takes a step back. "It's time you learnt a real lesson Parker! It's not on a book or the Internet, it's a lesson of survival!" Flash stares at Peter for a moment "Might is right!"

Gwen, M.J. and Liz are walking on the other side of the road and see Flash and his friends cornering Peter. Gwen runs across the road straight up to Flash and yells, "Enough, Flash! This isn't funny anymore, just leave him alone!"

Flash's friends mock him, exaggerating their fear at Gwen's demands.

Peter, seeing Gwen standing up to Flash is now even more emboldened, he smiles and asks Flash.

"Might is right, so the strongest survive, that's natural selection! You don't need me to do your homework, you learnt all by yourself … and I thought you couldn't read!"

This comment draws equal amounts of laughter, gasps of anticipation and groans of fear. Everyone, including Gwen, M.J. and Liz who have now arrived grow silent and fixate their attention to Flash.

Flash's eyes grow wide with rage, "What did you say Parker?"

_Well if I'm gonna get beaten up, I might as well make it worth it._

"Nothing Flash, I was just making comment on your reading skills. I'm actually impressed, you must be at grade four level now!"

Flash is totally incensed, Peter's comments are so out of character and unexpected. Flash looks around at those surrounding him trying to make sense of it all. Peter just stands there staring at Flash waiting for a reaction.

Flash charges into Peter pushing him into the brick wall then begins punching him in the body. Peter falls to the ground, Flash leans over and begins punching him in the head.

Peter tries to protect his face and curl into a ball but Flash grabs his arms and pulls them away giving him open shots to Peter's face.

Two of Flash's friends grab him and pull him off, "The freak has had enough! Let's go!" they tell him.

Flash struggles to break free from his friends and then, realizing he won't get free he stops struggling, looks at Peter with a piercing stare and yells, "You're gonna pay Parker, you are gonna pay!"

Peter stands up, sore and bleeding, but manages to lift up his arm and give Flash a little wave, "Ok Flash, see you tomorrow. I'd set a time, but I'm not sure if you can read a watch either."

Flash turns around and attempts to get past his friends, however they grab him and keep him walking away. Peter smiles, then grimaces in pain as he feels pain in his ribs, and on his face where he was punched.

Gwen walks after Flash and begins yelling at him, "What's wrong with you? Why are you always like this?" Then frustrated, she storms off in the other direction as Liz follows her.

Peter leans back against the brick wall and tries to straighten himself up. As he does he groans in pain then hears the voice of a girl ask him a question.

"Why did you talk to him like that? You knew he'd react badly."

Peter looks up and sees M.J. standing in front of him, arms crossed.

"Well, if I'm gonna get beat up, might as well have some fun with it!"

M.J. gives him a wry smile, but then her eyes widen and a more warm smile emerges, "You may be small in stature, but you have the heart of a tiger." M.J. tells him.

Peter smiles back, "Grrrrrrrrr," he replies with a cough.

MJ now uncrosses her arms and puts her hand on his shoulder.

"Are you alright? I'm sorry about Flash, you know those guys are always showing off."

"Really I haven't noticed that" he says a sly smile.

M.J. playfully shakes her head with a smile.

"So you're Peter Parker, May's nephew right? You live next to my Aunt Anna" M.J. asks.

Peter suddenly freezes up.

"Ah yeah, yeah that's me, I, I, I've seen you there a few times, but I didn't think you knew who I was, I mean am… who I am".

M.J. giggles to herself, "You're not used to talking with girls are you?"

"Well I'm not really sure, they never talk back" he responds.

M.J. laughs at Peter, "I know who you are, my Aunt talks about you, you're like some sort of genius yeah?"

Peter blushes and looks down at his feet, embarrassed by the compliment.

"Um I don't know, I'm good at science, but that doesn't make you popular around here"

"Welcome to Midtown High Peter Parker" M.J. responds sarcastically. "That's just the way it is, you can't be a cheerleader, and in the chess club!"

"Really, that's a shame, we have a few spots open for cheerleaders as well, try outs are on Thursday!"

M.J. laughs, "Oh, you're a funny one Peter Parker" she pauses then looks at Peter for a moment.

"I'm going back to my Aunt's house tonight, how about we walk together" M.J. suggests.

"Ahh Ok" replies Peter. He picks up the rest of his papers and they walk back to Peter's house.

**Peter Parker's house**

* * *

As the two arrive out the front of MJ's Aunts house, next door to Peter's house they stop and face each other. They stand for a moment in silence, neither knowing what to say, Peter looks into MJ's eyes, open's his mouth to say something, but as he does MJ speaks.

"Ok Peter, see you later."

She turns and skips up the pathway to her Aunt's door. Peter stands on the footpath with a confused look on his face, he then shrugs his shoulders and gingerly walks through his front door.

As Peter enter the house his uncle and aunt are sitting in the living room. They see him walk in with ruffled clothes and Aunt May leaps out of her chair, "That's it! I'm calling the school!"

"Aunt May, its fine I'm handling it."

Peter looks at her and then his uncle, with a sense of pride, his chin held high.

"I took your advice Uncle. I still got beaten up, but I think the message is getting through," he says with a smile.

"That's great Peter, it won't be easy, but eventually you'll get there."

Aunt May is unsure what is happening, she looks at them both with an angry glare, but sees that they are both smiling. Her fear and anger subside and her angry glare subsides to an annoyed glare. "Well if you two think it's under control, then I'll bite my tongue... for now!"

"BUT IF this boy doesn't stop bullying you soon, not even the almighty himself will stop me visiting that school!"

"Ok, Ok May, settle down, it'll be alright!" Uncle Ben interjects.

"It better be alright!" she responds.

"We should just send your Aunt to school to have a word with this kid. I'm sure then he'd be doing your homework." Uncle Ben jokes.

"Damn straight he would" she replies with a hint of a smile.

"Ok enough of this, Peter you need to get ready for your science academy!" Aunt May says and Peter heads upstairs.

**Oscorp Tower**

* * *

Peter arrives at Oscorp tower, his uncle drops him off.

Peter begins walking towards the main entrance, two gigantic sliding glass doors and sees Gwen also walking towards the doors. He turns his gaze to the doors and walks forward but Gwen quickens her pace to catch up.

"Hey Parker, wait up" she yells. Peter slows down his pace and turns around to face her.

"Hey Parker, I'm sorry about Flash, he can act really stupid sometimes."

Peter's nerves take over his body and he freezes up, not able to move, think or talk.

"ah yeah" he replies with a long pause "Ok" he continues but is lost for words.

At that moment Harry approaches directly behind them, "Hey Pete, how's it going?"

"Hey Harry" Peter responds.

Harry looks across to Gwen who's face lights up when she sees Harry Osborn standing before her.

"Hi I'm Gwen, Gwen Stacy, Nice to meet you Harry." Gwen says.

"Hey Gwen nice to meet you too, so are you a friend of Peter's from Midtown?"

Gwen looks uneasy at this question and looks at Peter, "Yeah we both go to Midtown" she replies awkwardly.

"Great, would I also be right in thinking your Captain Stacy's daughter?"

Gwen is taken aback by this comment, no one at school knows that Gwen is the daughter of Captain Stacy, something she has purposefully kept to herself to avoid attention from students and criminals alike.

Peter has a look of astonishment, _Gwen is Captain Stacy's daughter? the man who recently was announced as head of the organized crime task force._

"Um ah yeah, how did you know that?" She asks Harry.

"Deduction, google and the fact you just admitted to us!" Harry says with a smile on his face.

"So you've been googling me Harry Osborn, very interesting." Gwen says giving Harry a flirtatious wink. She turns, flicking her long blonde locks of hair and turning walking into the building, twisting her hips as she does to extenuate her curves.

Peter and Harry both stare as she does without a word. Finally Harry breaks the silence, "Alright Peter, lets get to class." The two boys walk into the building and up to the elevator.

_I should have realised Gwen would go for someone like Harry, what would she ever see in me? _Peter thinks to himself.

"So Peter how's things, how did you go speaking to Gwen?" he asks.

Peter looks at Harry confusingly, "Well I thought you and her were..." Peter stops mid sentence, not quite knowing what to say.

"We were what Pete? Did you think I was cutting your grass? Nah Pete, I'm just helping you out, making contact with her, building the foundations and all that."

Harry hits the elevator button and the doors open, both boys enter the elevator and hit floor 61. Peter looks at him, still confused with Harry's explanation.

"I tried to talk with her yesterday but her boyfriend didn't really appreciate it" Peter says with a sly smile.

"Woo hoo Peter Parker, Lady Poacher!" Harry bellows in a joking manner. Peter smiles.

"So what did she say?" Harry asks.

"She didn't say anything, I kinda froze when I spoke with her, I freeze every time I try to speak with her."

"Well Pete, we'll have to fix that, get you some practice talking to girls!"

Peter begins to blush, "I don't know Harry" Peter replies.

As Peter looks down in embarrassment Harry notices red marks on his neck.

"Is that what her boyfriend did to you, those marks on your neck?"

Peter raises his head and rubs his neck, "That's nothing, you should see my body!" Peter replies.

"Well it's the best offer I've had all week!" Harry jokes, but then his face turns serious.

"You should really do something about that Pete, you can't be taking crap from this guy!"

Peter looks Harry in the eye, his Uncle's words fills him with strength. "It's ok, I'm standing up to them, still getting beat up but they're getting the idea."

Harry looks at Peter a little confused, "They'll probably get the idea quicker with a right hook."

The two boys enter the lab and head towards their lab section. Gwen is sitting two rows in front and to the left, as they arrive at their desk she looks around and smiles.

Dr Connors begins the class, "Welcome to your second practical session, its important as young budding scientists that you learn both exceptional laboratory practices, but the value of experimenting and maintaining an experiment. Today we will be cleaning and feeding our subjects."

The students begin their practical work, Harry working on the left side enclosures and Peter on the right.

Harry and Peter begin opening cases one at a time, giving food to the spiders and cleaning old insect carcasses from the container.

One of the containers to the right near Peter is not shut properly and its spider crawls out and along the bench. Peter's hand moves along the bench, grabbing a petri dish of dead flies, barely missing the spider. Peter begins telling Harry a story about his Uncle on a skiing trip, he places his hand on the bench, merely centremetres from the spider.

The spider approaches Peter's hand, it is about to climb up on his hand but Peter lifts his hand up, explaining his story and how his uncle was trying to ski but not going anywhere.

The spider moves closer to Peter's body, it spins a web and lowers itself down onto Peter's leg. The spider crawls down his trouser leg, reaching the bottom it then moves up the inside seeking shelter from all the light and commotion.

Peter feels something crawling up his leg and scratches the area. The spider is knocked about and panics, biting into Peter's leg. Peter feels a sting and jumps in his chair, he rubs his leg and squashes the spider.

"Are you ok?" asks Harry, "Yeah, I'm fine" Peter replies and the two continue talking and cleaning out the spider containers.

As they do Peter begins to feeling ill. Peter's head starts spinning and he mentions to Harry, "I'm not feeling well"

"Do you need to go home, or to the doctors, I can sort something out for you?" Harry asks.

"Thanks Harry, I think I'll just go home" Peter replies.

Peter picks up his bag and is about to leave when he looks across and sees that one of the containers is open, one he hadn't worked on yet.

"Did you open that container? Were you working on it?" Peter asks Harry.

"No, weren't you?" replies Harry.

They look at each other with dread. Harry slides over with his chair and looks through the container and realises that there is a missing spider.

Peter starts to panic, "We're going to be in such big trouble," he says.

"Peter, don't worry about it," Harry replies, "Go home and get rest. I'll look after this for us." Peter reluctantly agrees and leaves the class.

Peter walks home in a daze, His vision is blurry, his head is spinning and he begins to develop a slight tremor in his arms and legs. Peter looks like a drunken person walking home from the pub, walking into poles and falling over trash cans as he goes. Peter catches the train and lies on a seat passing in and out of consciousness.

Peter wakes up and stares at the electronic sign, trying to concentrate on looking at where his train is, _Only two stops to go, thank god._

Peter stands up on wobbly legs, holding onto an upright pole swaying wildly with the movement of the train. As the train arrives at his station he tries to take his hand off the pole but finds that it is stuck. Peter pulls hard to remove his hand, but is covered with chewing gum.

**Peter Parker's House**

* * *

When Peter eventually stumbles into his home, Uncle Ben notices, "Why are you back so early?"

"I'm not feeling well, I'm going to bed." Peter replies.

Aunt May pops her head from the kitchen, "Are you ok, would you like something to eat?"

Peter is halfway up the stairs and replies.

"No thank you!"

Peter goes into his room and strips down to his underwear. Sweat is pouring off his body, he stumbles and falls onto his bed.

He lies down on his bed, looking down at his leg which is now throbbing with pain. Peter strains to see what is causing his discomfort. He can make out a large red patch. Peter lays back onto the bed, spreads his arms and legs out and falls unconscious.


	3. Transformations

**Peter Parker's house**

* * *

Peter sleeps through the entire night and doesn't wake up the next day. Aunt May goes up to Peter's room the next morning and knocks on the door.

"Come on Peter, wake up. Time to go to school!"

Peter doesn't answer or wake up. May walks into the room

"Come on Peter, you can't sleep the day away".

Peter is barely responsive and just moans and turns over. May leans over and gently tugs on his sheets.

"Come on, Peter, get up! I need to leave for the shelter,"

Peter still doesn't move, May tries to wake him up but gets no response. She leaves the house in a rush for her charity work.

* * *

Peter sleeps all day. When May returns from her work at the local shelter, she enters the house and calls,

"Peter, Peter, are you still here?"

She has a quick look around but can't see anything.

_He must have gone to school _

May places her bag down and goes upstairs to get changed. As she passes Peter's room she notices that Peter is in fact still home and still in bed. She knocks on the door softly, pushing it open.

"Peter, are you alright?"

May asks in a quivering tone. Her thoughts begin to race with morbid possibilities. She gently taps Peter on the shoulder.

"Peter, are you awake?"

May looks closer and can see beads of sweat dripping off Peter's face. She places her hand on his forehead and can feel that he has a fever. May now begins to panic, She hurries out of the room, downstairs to the house phone and calls Ben.

"Ben, Ben you need to come home quick! Peter is sick, he has a fever and didn't wake up at all today!"

"Calm down May, what exactly wrong is with him?"

"He's sick Ben! He's really sick and we need to take him to the hospital!"

"Ok May, I'll come home now, we're pretty much finished here anyway."

When Ben arrives home, May is upstairs with a cold face washer, trying to get Peter's temperature down. Ben walks into the room,

"How is he, May?"

"He's really burning up, He's going through hot and cold spells."

"Maybe it's the flu," Ben suggests.

May turns around and gives Ben a look of disgust.

"It's not the flu! People don't sleep for 24 hours if they have the flu." she growls.

Ben walks over and places his hand on Peter's cheek, he feels how hot Peter is and then looks at May with concern.

"I think you're right; he's really warm."

"We need to call an ambulance now and get him to hospital!"

"May, we don't have health insurance. We can't afford it. I'll drive him to emergency"

Ben heads downstairs to get the car ready. May begins helping Peter out of bed. Suddenly, Peter opens his eyes.

"Peter, you're awake! How are you feeling?"

Peter looks around slowly; his vision is blurred, his head pounding.

"I don't feel so well," he responds.

May brings Peter a pair of pants. He puts them on and through blurry eyes can see the outline of a large red spot on his leg with purple-colored veins and arteries fanning out from it. Aunt May puts his shoes on as Ben returns; they both place one of Peter's arms over their shoulder and help walk him down the stairs and into the car.

**Parkway Hosp****ital**

* * *

When they arrive at Parkway Hospital, May and Ben takes Peter to the waiting foyer and sit him down. May speaks to the receptionist.

"My boy is very sick; he needs to see someone immediately!"

"What are his symptoms?" asks the receptionist in a monotone voice showing total disinterest.

"He's got a severe fever, he's slept all day and wouldn't wake up and he's had hot and cold spells," replies May frantically.

"Ok Ma'am, I'll place him on the waiting list and a doctor will be out to see him."

"But my Peter is really sick! He needs to see someone now!" May pleads.

"Everyone's child is sick. I'm sorry, but you'll have to wait, Next, please!" the receptionist looks past May and points to the next person in line.

* * *

May and Ben sit with Peter, waiting for many hours. Peter passes in and out of consciousness.

Aunt May complains to Ben,

"This is taking too long, sick people shouldn't be treated like this!"

"No one should be treated like this,' a disgruntled Ben agrees,

"But we can't afford private health insurance, so there's nothing we can do about it."

When Peter's number is called out, May and Ben help him stagger through the doors and onto a spare bed. A doctor examines Peter, looking in his ears and throat, taking his temperature, listening to his heartbeat.

"Your boy has a cold, probably the flu considering his temperature,"

"Give him some antibiotics and he'll be fine in a few days."

The Doctor begins writing out a prescription,

"But the flu wouldn't do this to him; it's much more severe than the flu! He's barely awake" pleads May.

The doctor looks at May with disdain.

"I'm the one with a doctorate" he points to the plaque on the wall,

"If I say it's the flu, then it's the flu. All his vitals are strong, so there should be nothing to worry about. Now please take this prescription to reception. I have other patients waiting."

Aunt May and Uncle Ben begrudgingly take Peter home purchasing his antibiotics on the way.

**Peter's house**

* * *

Peter slips in and out of consciousness over the next 2 days, only staying awake for long enough to take his pills and water.

On Friday morning Peter finally wakes up; he sits up on his bed rubs his eyes and scratches his head.

Peter gets out of bed and yawns; he reaches for his glasses on the bed side table and puts them on. He looks around the room and realizes his vision is blurry. He takes the glasses off, puts them on the table and now examines the room with perfect vision.

_M__y vision has improved, I feel great. _

Peter walks over to the closet to take out his school shirt. As he opens his cupboard doors they fling open as opposed to his normal routine of struggling to force them open.

_Whoa, I feel strong, really strong, I wonder…_

Peter turns around and looks in the mirror. He takes off his shirt to reveal … his same old scrawny body. Peter is slightly disappointed.

_Well a kid can dream_.

As Peter walks down the stairs, his Uncle and Aunty greet him with broad smiles on their faces.

"Peter, you're awake! How do you feel?" asks Uncle Ben.

Aunt May runs up to Peter and gives him a big hug.

"We were so worried about you Peter! You gave us such a scare."

"Worried about me? Why would you be worried about me?" asks Peter puzzled.

His uncle frowns,

"You were out of action for three days Peter! We had to take you to hospital!"

Peter is stunned, "Three days?! What was wrong with me?"

Aunt May immediately crosses her arms and frowns.

"The doctor said it was the flu; he gave us antibiotics" explains Ben.

"Antibiotics, antibiotics! That's all they say these days, everything's the flu." Aunt May chimes in.

"Ok, Ok May, no need to get angry again. Peter's better now and that's the main thing."

May gives Ben a grimaced smile, Peter looks at them both astonished,

"I was asleep for three days?" he repeats.

"I had some weird dreams about hospitals, pills and spiders, but I thought it was just a dream!"

Uncle Ben smiles,

"Sounds like a good night out in the 60's to me."

Ben and Peter laugh at Ben's joke, May smiles just slightly.

"Let's get you some breakfast. You must be hungry?" Aunt May asks Peter.

"I'm starving," he responds.

May proceeds to cook up breakfast which Peter devours, he then moves on to the fridge eating anything he can.

Peter goes back upstairs to finish getting ready for school. As he sits down to put his socks on he remembers seeing a large red mark on his leg, he pulls up his trouser leg to examine the red mark. He looks closely at it but all he can see is marks less that a millimeter apart. Peter is reminded of Dr. Connors words,

"These animals have all undergone genetic recombination in order to make them superior to all other."

He recalls the bite from the lab and a flash of images of spiders from his dreams. Peter snaps out of his daydreaming and goes downstairs. As he's leaving he sees some flowers and a card on the hallway table. He asks Aunt May,

"Who are these flowers for?"

"They're for you Peter, she replies,

"Your friend from the Science Academy came to visit you, Harry, he seems like a very nice young man."

Peter reads the card,

_Get well soon buddy, Harry_.

Peter smiles and thinks

_I might actually have a friend._

**Midtown High**

* * *

Peter arrives at school and walks up the hallway to his locker and takes out his gym bag. As he does so, students around him move away from him, holding their hand over their mouths, pretending to avoid Peter's sickness. Peter shakes his head in disbelief_._

_So me being sick is the new big joke of the school how pathetic._

Flash walks past Peter and glares at him.

"I'd give you your daily dose of pounding, but I might catch freak off you,"

Peter stands silent as Flash and his friends walk off. Peter looks confused as they didn't actually try and beat him up.

_Flash didn't beat me up, that's weird_.

Peter heads down the corridor to class where he sees Gwen, MJ and Liz leaning against their lockers talking.

"Hey Peter, how are you feeling?".

Peter looks around surprised,

"Ah yeah feeling better now, thanks."

"You were gone for like a week, what was wrong with you? Gwen asks.

"Ah, I was just ah…"

Peter loses his nerve and struggles to get the words out.

"Flu," he finally says after a few awkward moments.

Peter's awkward reaction makes the girls awkward who walk off without saying goodbye.

Peter stands on the spot shaking his head_, _

_What's wrong with you Peter? Just get the words out._

As Peter berates himself, a girl from his year level approaches him timidly.

"Hi Peter, I hope you're feeling better!" she says.

Peter looks at her and smiles,

"Oh hey Jessica, thanks yeah, I'm feeling much better."

There is a moment of silence between the two as neither knows what to say next.

"Well I've gotta go to gym, see you later," Peter tells her as he jogs off.

Jessica stands there watching Peter leave and thinks to herself_, _

_What's wrong with you Jessica? Just get the words out._

**Midtown High Gymnasium**

* * *

In the gymnasium, Peter stands at the back of the class; Flash stands at the front with the gym teacher. The teacher, Mr. Rusden, is an ex-quarterback and hero of the school. He is broad-shouldered, but years of drinking beer and reminiscing of "the old days" have made his stomach just as broad.

"Ok everybody, before we get started, I'd just like to say that I'm super excited about the upcoming football season."

The gathered students clap with excitement

"Trials will begin in a few weeks, and I'm sure that we have the talent this year to go all the way, am I right Flash?"

He holds up Flash's arm, and the students clapping and whistling raises to an even higher level. Flash smiles from ear to ear, holding up his other hand in appreciation of their applause. Peter does not clap, but stands a few meters behind the rest of the crowd.

_The guy can throw a ball and he's a hero. I'm working on scientific breakthroughs that could transform modern society and I'm a freak._

Peter looks across and sees Gwen standing with MJ near the back of the crowd, neither of them clapping.

"All right, everyone! Now let's get the class started with some dodge ball!" Mr. Rusden shouts.

As teams are selected Flash ends up with his friends Seymour and Sean on his team, as normally happens, with Peter on the opposing team, as normally happens.

Flash slowly walks over to his team and as he passes Peter he grins deviously,

"You're gonna get it Parker".

The game starts and Flash and his friends begin picking off all of Peter's team as expected, but Peter finds that his reflexes are hypersensitive. He easily avoids all the balls thrown at him, it's almost as if the balls are moving in slow motion. The rest of Peter's teammates are knocked out along with Flash's team.

Eventually only Flash, Sean and Seymour are left on one team and only Peter remains on the other. Mr. Rusden laughs,

"Time to finish it off" he yells.

Flash turns toward the teacher, smiles and nods in agreement. Then, without looking, throws the ball directly at Peter. The ball is slightly to the right of Peter who easily moves to the side to avoid it. The other two boys then throw their balls at Peter, but Peter ducks the first one and jumps over the second.

Peter then stands in the middle of the court, all the balls behind him. Peter picks up two of the balls and bounces them on the floor walking up to the halfway line. Peter has a new confidence about him, the way he walks, the way he holds his head high. Peter looks directly at Flash and lines him up with the two balls in hand. Flash bounces up and down on his toes ready to duck and weave.

Peter winds up his right arm and throws the ball.

Instead of at Flash, the ball flies directly to an unsuspecting Seymour, hitting him in the knee, catching him flatfooted. Peter then instantly turns to face Sean and throws the other ball at him left-handed.

Sean tries to jump, but is hit in the legs and falls over from the force of the throw. The class goes into hysterics falling over each other at the scene of puny Peter Parker taking out two of the Football team stars.

Both boys leave the court hesitantly, embarrassed and angry.

Lastly, Peter faces off against Flash, who picks up the two balls and begins taunting Peter.

"You've been lucky Parker, but now you're gonna cop it."

Flash throws the first ball, which is slightly off target and Peter barely has to move to avoid it. The second, which immediately follows, is headed directly for Peter's head. Peter watches the ball and calmly moves his head out of the way at the last second.

Flash's anger boils over, he stamps his foot on the ground and clenches his fist.

Peter picks up two of the balls and approaches the midway point again.

"Now Flash, are you ready?"

Fear suddenly washes over Flash's face.

Peter throws the first ball, it travels relatively slowly and Flash skips to the side, as he does Peter immediately throws the other ball in that direction.

Flash is in mid flight when the ball is thrown; he tries to get out of the way, wriggling and squirming like a fish on a hook, but he can't move fast enough and the ball hits him square in the groin. Flash collapses on the floor in pain and Peter smiles broadly, holding up his hands in victory. Nobody else joins in Peter's celebrations.

Sean and Seymour immediately run at Peter with violence in their eyes.

"It's just a game guys, come on" Peter pleads.

The two boys close in on Peter who backs away slowly, they begin throwing punches but as they do Peter feels a strange sensation ringing in his head and adrenaline suddenly surging through his body. Peter has never felt this before but immediately feels imminent danger.

As the boys throw punches at him, strangely Peter can sense them as they approach. Some of them hit him, but he doesn't really feel the pain. Everything feels like it is happening in slow motion and he then begins moving his head and body, avoiding the blows, just like in dodge ball.

The boys try to grab at him and hold him down but he continues to move and avoid their clutching hands, up until he notices Gwen in the background watching him.

He suddenly loses his concentration at which point Sean grabs him. Mr. Rusden intervenes,

"Ok, you've had your fun boys,"

Mr. Rusden looks directly at Peter

"Get back into line and stop being such a girl Parker."

The class brakes up into groups for separate activities, Gwen and MJ stand in the middle of the gymnasium, assigned to the same group as Peter.

As Peter approaches the girls he thinks to himself,

_Ok Peter, this is the time, go up and talk to her, she talked to you last time it'll be ok…._

"Hi Gwen" he utters.

"Hi Parker,' she replies, 'Are you all right? They weren't too rough on you were they?"

"Nah, it's all right" he responds, but then finds himself stuck for words.

MJ breaks the silence,

"Hey Parker, congrats on winning dodge ball, you must be happy?"

Flash stands up, finally recovering from his "injury". He notices Peter talking to Gwen and shakes his head in disbelief and anger. He picks up a ball and throws it at Peter.

As Peter speaks to MJ about his dodge ball win, he again feels a sensation of danger and ducks. The ball sails past his head and hits Gwen square in the face knocking her to the ground.

Gwen lies on the floor covering her face in pain. MJ immediately goes to her aid.

"Sorry Gwen, I didn't realize," Peter apologizes to Gwen.

Flash approaches Peter from behind, grabs him by the arms and spins him around.

"What's wrong with you freak? Why did you move?"

"Why? Why did I move?" Peter says in a panic,

He quickly regains his bearing and confidence,

"Why do you think, Neanderthal?"

Peter stares directly into Flash's eyes, which are wide and bloodshot, anger has boiled over and it takes both Sean and Seymour to restrain him.

"What did you call me, freak?" Flash screams at Peter.

Mr. Rusden tells both boys to cool it off and they are separated for the rest of the class, and don't cross paths for the rest of the day.

**Oscorp Tower**

* * *

That afternoon at the Science Academy, Peter and Harry sit at their workstation. Peter tells Harry about his day and boasts how he beat Flash at dodge ball.

"There were three of them, including Flash and somehow I could sense when the balls were coming and got out the way." Peter's pride is glowing through his explanations and ear-to-ear grin.

"Then I took all three of them out, leaving Flash for last - it was awesome, in front of everyone too!"

Harry is delighted by Peter's story, he hangs on every word.

"Awesome Pete, you really showed them".

"After that, Flash threw a ball at me…. I was standing next to Gwen,"

Peter looks across at Gwen at her workstation, Harry looks across as well.

"And then?"

"So, as the ball was flying towards me, I had like a premonition that something bad was about to happen, so I ducked and then…" Peter pauses.

Harry is nearly falling off his stool, waiting with baited breath.

"And then what happened?",

Peter looks across sheepishly, with a slight smile,

"Then it hit Gwen directly in the face!"

Harry bursts out laughing. Peter smiles to himself as other members of the class look around at them. Dr. Connors turns around from helping a pair of students, crosses his arm with disapproval. The two boys quickly look down and get back to their work, whilst trying to keep from exploding into laughter.

After a few minutes Harry then asks,

"So what happened next?"

"Nothing, Flash saw me talking to Gwen, he's really angry and will probably beat me up tomorrow!"

Harry shakes his head

"Pete, this can't go on, you've got to do something about this!"

"What can I do? The teachers don't care; he's the school captain! I stood up to him, but he's still coming after me".

Harry is silent, contemplating what Peter has told him.

"I know what you mean Pete. I used to get bullied at school, being the son of Norman Osborn. All the kids were jealous and they didn't want to know me."

"What did you do?" asks Peter.

"I got my father to buy all their parents' companies and then sack them all!".

Peter is astonished,

"Really?"

"No, not really, I just learned to use my brain more than my brawn,"

"So, how did you outsmart them?" asks Peter.

"Well…" Harry hesitates

"Actually, that didn't really work, so I took up martial arts and broke a kid's nose."

"I told you a right hook is the best way to get the message across." Harry finishes.

Both boys laugh until Dr. Connors glares at both of them,

"Shhhhh, back to work boys" he growls.

At the end of the class as all the students leave, Dr. Connors calls Peter and Harry into his office. The boys sit across from Dr. Connors who looks extremely annoyed.

"You two are in a lot of trouble. Last week one of your subjects went missing from its enclosure."

"These subjects are worth a lot of money, each of those spiders has been a 1/100 survivor of all test subjects. It has undergone hundreds of hours of trans-genetic DNA recombination, radiation treatment and generational breeding, all resulting in this perfect specimen…"

Dr. Connors pauses for a moment … and you boys forgot to close the enclosure door!"

Harry replies

"I'm really sorry Dr. Connors. It was my fault. I was feeding the spiders when Pete fell sick. I went to help him and …"

"I'm not interested in your excuses Mr. Osborn," Dr. Connors interrupts,

"What I want you to understand is that these creatures are very expensive, very important to science, and are also very dangerous. We have no idea what would happen if one was let out."

"We're very sorry Dr. Connors, we promise that nothing like this will happen again" Harry says apologetically.

"Yes sir, we're very sorry," adds Peter with a quivering voice.

Connors frowns as he stares at Harry; wrinkles cover his forehead showing his frustration. Harry stares back at Dr. Connors intensely with confidence, not showing any sign of weakness or fear.

"Very well, I hope you've both learnt your lesson. Make sure it doesn't happen again!" Connors finally concedes.

The boys get up and leave the office, as they do Connors mutters to himself

"Bloody Osborn."

The boys arrive at the elevator and look back ensuring no one is around.

"I can't believe how well you handled that Harry, you really saved our backsides" Peter says with relief.

"Of course Peter, we're friends - we look after each other"

Harry tells Peter, putting a hand on his shoulder,

"Plus considering my dad pays the bills for these expensive spiders, I can get away with more than most" Harry says with a cheeky smile.

As the two boys travel down in the elevator Peter begins thinking about the pain he felt at his last science class, the sickness he went through and the dreams of spiders he had.

Peter suddenly turns white with fear.

_That spider bit me and I killed it._

"Hey Harry, there's something I need to tell you."

"Sure, anything buddy."

Peter squirms uncomfortably on the spot,

"Um, well you know that missing spider, from the enclosure?"

"Yeah, what about it Pete?"

"The spider it... it… was from my side of the lab, I think I might have left it open." Peter says with great difficulty.

Harry smiles at Peter,

"I know Pete, but that's not important. Like I said, friends look after each other, always!"

Relief washes over Peter as his guilt fades. Peter puts out his hand, and Harry shakes it.

"Thanks Harry, you're a really good friend," Peter tells him with sincerity.

As the boys leave the elevator and enter the foyer Harry says,

"So, about your bully problem … I'm thinking you should come do martial arts with me, to learn how to protect yourself."

Peter looks at him with an awkward grin, "I'm not really built for martial arts, I don't think I'd do that well!"

Harry looks at him and laughs,

"That's exactly why you'll do well! You don't need to be big and strong; it's all about skill, using their strength and power against them, and chi and all this other stuff as well."

Peter's eyes begin to light up, as he imagines the possibility of him taking on Flash and winning.

"There you go Pete, I can see belief creeping into your eyes",

"I've got a class on tonight, like right now, you should come too!"

Peter is hesitant, "I can't really afford it, and my Uncle hasn't got much work lately".

"Stop with that" interrupts Harry,

"The first two lessons are free. At least try it for two lessons, and we'll see what we can do!"

Peter smiles again and thinks for a few seconds and then agrees, "Ok, let's do it, as long as my Aunt May agrees!"

Peter gives his Aunt May a quick call letting her know that he is going to a martial arts class with Harry Osborn.

"Martial arts? Oh, I don't like the sounds of that, it sounds dangerous and expensive," Aunt May replies.

"The first two lessons are free and it's just a trial. It's just a way for me to get fit and strong," Peter explains.

Aunt May is still doubtful but Uncle Ben interrupts, "Leave it alone May, it'll be good for the boy… Go Peter, it's all right, we'll see you later"

Aunt May tries to get Ben to be quiet, but finally agrees. "Ok Peter, you can try it out. But if you get hurt I'm stopping it right away!" she proclaims.

"Ok Aunt May, thanks," Peter replies as he hangs up the phone.

The two make their way to Harry's chauffeured limo when Gwen approaches.

"Hi Harry, Hi Peter, what are you guys up to?"

Peter goes quiet, but Harry replies,

"Hi Gwen, we're good, how's the face?" Peter has a small grin and Gwen becomes embarrassed.

"It's ok, it was just a soft ball." She says tentatively, whilst glaring at Peter.

"That Flash guy sounds like a real jerk. I can't believe he threw that ball at you!"

"Um, yeah he is a bit of a jerk, I used to go out with him but we split up."

Harry smiles, "That sounds like a good idea; you should probably find someone who's more at your level, intellectually, that is"

Gwen looks at Harry with a welcomes surprise, and flicks her hair back, staring at Harry with her big blue eyes.

"Peter Parker is single, and one of the best people I know, a good friend of mine, maybe you should go out with him?" Harry tells her.

Gwen freezes, stuck for words, Peter gasps with horror and looks at Harry.

"Wha wha what are you doing?" Peter stutters.

"Ok, anyway we need to get to our class, good to see you Gwen," Harry says as he walks off pulling Peter by the arm.

Gwen is still standing there stunned as the boys enter the limousine.

"That went well," Harry tells a stunned Peter in the back seat.

"How did that go well?" Peter asks.

"Well, I've put the thought in her mind about going out with you."

Peter looks at him blankly.

"I saw it in a TV documentary called _Inception_. You put a little thought in someone's head and then it grows until it's all they think about." Harry explains.

"_Inception?_ _Inception_, Harry? That's not a documentary, it's a movie!" Peter tells him.

"Same thing, Pete. It'll work trust me." Harry tells him as the limousine takes off for the Mid City Martial Arts Hall.

**Mid City Martial Arts Hall**

* * *

The two boys enter the dojo and sit down to watch and listen to the class. The sensei is an elderly man, who looks like he's in his seventies, slightly hunched with a wrinkled face, though his physique is solid and muscular, like a man in his forties. The sensei speaks about energy and chi, how to channel it, make it work to your advantage and how to avoid confrontation.

Peter looks at Harry with confusion and whispers,

"What does this have to do with self defense? When do we learn fighting?"

"The fighting comes later," Harry replies, "First you have to learn how _not _to fight; that is the best strategy."

The first technique they learn is avoidance of attacks and grappling. Peter struggles at first to perform the technique and break his opponents grip, but as he starts getting an understanding of the technique it becomes easy for him and he finds he is stronger than all his opponents.

Peter begins to get a little cocky; he loses concentration on what the sensei has instructed and begins performing the techniques incorrectly. The sensei stands with Peter and explains the techniques to him again, but Peter doesn't pay attention.

"You are doing wrong, you must watch and learn!" the sensei says.

"I'm doing it right, they can't beat me!" replies Peter.

The class turns silent; no one has spoken to the sensei like that before. Even Harry backs away from the two of them.

"Everyone sit," the sensei instructs

All of the class sits immediately, cross-legged where they stand.

The sensei brings Peter into the middle of the room and instructs Peter to show everyone how to perform a particular technique.

The sensei orders Peter to try this move on him. Peter becomes uncomfortable and tentatively grabs the sensei as instructed.

The sensei gives him a little smile, and then suddenly grabs his arms. Peter tries to struggle out, but even with his newfound strength, he can't get free and the sensei pulls him onto the ground.

"Technique is everything," the sensei says to him.

The sensei holds out his arms. Peter reaches out and takes his arms. The two line up again and Peter takes the sensei in the hold again, the sensei looks him in the eyes and asks,

"Ready?"

Before Peter can reply, the Sensei breaks his hold and flips Peter over his waist, onto the ground and delivers a simulated killer blow to the face. Peter, lying flat on his back is astonished. The sensei helps him up.

"Technique is everything," he repeats.

Peter returns to the class, red-faced and embarrassed. For the rest of the class he concentrates and learns the techniques.

As Peter and Harry prepare to leave the class, the sensei approaches Peter and quietly says,

"You did very well, learn quick, good student."

Peter smiles warmly to him,

"Thank you sensei, I apologize for my rudeness before."

"All young boys the same," the sensei chuckles to himself as he walks away.

"What did you think?" Harry asks as they leave the dojo.

Peter smiles broadly,

"I liked it! How that old man took me out was amazing. Imagine if I did that to Flash!"

Harry laughs and pats him on the shoulder, "That's great Pete, I'm sure I can get you a good deal if you want to sign up full time."

"Sounds good Harry, though I'll need to run it pass my Aunt first," Peter replies.

"Don't worry Pete, maybe I can speak with her. I have a way with people," Harry suggests with a little wink.

The boys leave the center and walk down the street to the Limousine, Harry stops to buy a bottle of water at a street vendor,

"Hey Pete do you want a water?"

"Sure Harry thanks" Peter replies.

Peter stops walking but Harry tells him

"I'll catch up, you don't need to wait for me"

Peter begins walking down the street; he walks through a construction site, under some scaffolding. As Peter emerges from the other side a part of the scaffolding breaks loose and falls above Peter. Harry looks down from the street from the vendor and yells.

"Peter!"

Peter does not hear but suddenly gets a feeling sweep over his body, adrenaline courses through his veins and his head begins buzzing with the feeling of imminent danger. Peter instinctively jumps sailing through the air. The scaffolding crashes into the pavement. Peter flips forward through the air and lands flat on his face. Harry runs up to Peter.

"Are you alright Pete?"

Peter gets up; he has a few abrasions on his face and a swollen cheek but replies.

"Yeah I'm ok, what happened?"

Harry looks at him with amazement.

"That scaffolding fell down and nearly killed you, you jumped out of the way and missed it completely, how did you do that?"

Peter looks around confused and dazed, the street vendor runs up and asks,

"Are you all right kid, how did you do that?"

Harry helps Peter up and whisks him away ignoring the vendor on the way to the limo. The boys sit in the back silent, contemplating what just happened as they are driven home.

**Peter's house, Forrest Hills**

* * *

When they arrive at Peter's house, Aunt May is horrified when she sees the marks on Peter's face.

"I knew this martial arts business was bad news!" she says.

"Actually as we walked to the car some scaffolding fell off a building site and nearly hit Peter. He's lucky to be alive, but I made sure we got him safely home," Harry explains.

Aunt May's face freezes in horror, she stares at Peter and a tear falls from her eye as she considers what might have been. Without warning she rushes over to Peter and gives him a big hug.

Harry looks across somewhat awkwardly, he isn't used to family showing affection to each other.

"Aunt May!" Peter says uncomfortable.

"Alright Peter, a hug is nothing to be embarrassed about," May tells him as she looks and smiles at Harry.

"Hi Mrs. Parker," Harry greets Aunt May.

"Hello Harry, nice to see you again. I hope Peter wasn't any trouble"

"No, not at all, it's great having a friend at Science Academy and at self defense classes."

Aunt May starts to frown at the mention of self-defense classes.

"I'm not so sure about these classes. I don't want my boy getting hurt or in any trouble!"

Uncle Ben appears behind her,

"I think it'll be good for the boy May, at least let him do the free classes"

"Actually Mr. Parker, I can do one better," Harry interjects,

"I've arranged for Peter to get free lessons for the whole year."

Ben and Peter's faces light up at this prospect, May however is still frowning, unconvinced.

"Mrs. Parker, I believe the best thing for Peter is to learn how to defend himself. If it's a bully form school or a mugger on the subway, Peter needs these classes to stay safe, without them he'll always be in danger"

Harry tells May with a calming yet authoritative tone. He makes it sound like the only alternative, that it's the right thing to do.

"Ok Harry Osborn, you've twisted my arm," May says with a grin.

"Would you like to stay for dinner?" she continues,

"I've cooked up plenty, more than enough for us all, even your chauffeur!"

"Thank you Mrs Parker, but I have dinner waiting for me at home. I would be delighted to join you for dinner next time." Harry says with a warm smile.

Harry says goodbye and returns back to his limousine and to his apartment.

**Harry's Apartment, Mid town New York**

* * *

When Harry gets home, he takes the elevator to his floor. Harry's room is really an entire apartment of its own. He has a lounge room with U shaped leather cough in front of a wall mounted, state of the are flat TV screen. To his left is floor to roof windows overlooking New York, to the other a kitchen with doors to a bathroom, walk in wardrobe and bedroom.

Harry calls on the intercom to the head butler.

"Is my father home for dinner tonight?" he asks.

"I'm sorry sir, he has been caught up with work today. Your dinner is in the fridge waiting for you." the butler replies.

Harry's face drops,

"So much for our Father-son dinner - that's what 10 in a row he's missed now, What did I expect?" he mutters.

Harry takes his meal from the fridge and sits down in front of his large screen TV and turns on the news. The lead article is Tony Stark's announcement regarding Ironman. Harry watches as Tony firstly denies knowledge of Ironman; then dramatically announces to the world that heis Ironman. Harry laughs in hysterics,

"Well, that's gonna piss off dad."

He then changes the channel over and begins watching a documentary - _True UFO Conspiracies Uncovered_.

"UFO's! Cool," says Harry as he sits back in his lounge chair eating dinner alone in the dark.


	4. The power you take

**Midtown High**

* * *

Walking towards the main entrance of Midtown High, Peter Parker feels an ominous aura surrounding the school. Students stop and stare as he approaches, the silence is broken only by whispers and giggles. As Peter enters the main doors and walks up to his locker, a realization washes over him.

_I really pissed off Flash last week. That's what's going on. I totally forgot._

As Peter opens his locker there is near silence, he can only hear whispers and murmurs, then footsteps. The footsteps get louder as they approach, then they stop on the other side of his locker door. Peter stops gathering his books, leans back and peers around the locker door, and as he does,

BANG!

The locker door is slammed shut and Flash's imposing frame stands behind it.

"Hey, Flash."

"Are you being smart?" Flash asks.

"Flash, I told you last time," Peter stops and thinks, "or was it the time before that? I'm not afraid of you, and I'm not gonna be pushed around anymore!"

The crowd's whispers get louder, excitement builds and Flash glances around,

_Now I've gotta show them I'm still the man, still respected._

Without warning, Flash throws a right hook at Peter, who ducks as Flash's fist crashes into the metal locker. Flash pulls his hand back and shakes it violently in pain.

Peter takes a step back and grins at Flash who immediately leaps towards Peter, grabbing his shirt by the scruff of the neck. As he does Peter grabs Flash's hands, and spins around on the spot, throwing him into the lockers. Flash's face slams into the lockers and bounces off.

Slightly dazed, Flash lets go of Peter's shirt in an attempt to regain his bearings. The crowd of students are in disbelief and shock. Gwen stares with amazement, her hand over her mouth. Peter notices her staring and smiles at her.

_Awesome, Maybe now she'll see me differently. Now I have the brains and the brawn!_

Peter then notices fear wash over Gwen's face suddenly. Peter turns around to see Flash moving toward him. Peter tries to move, but Flash is upon him too quickly and the two boys crash onto the ground. All of Flash's weight falls on top of Peter and knocks the wind out of him.

Flash holds Peter down with his left hand and beats down on him with his right. Peter holds his hands up to defend himself, blocking Flash's attacks and sucking air back into his lungs. Peter quickly recovers and pushes Flash off him. As Flash attempts to get up, Peter quickly gets to his feet and grabs him in a headlock. Flash struggles to break free, grabbing Peter's arm trying to pry it loose.

Suddenly through the crowd the vice principal, Mr. Daniels, emerges.

"Enough, you two!".

The crowd scramble off to class. Peter looks up and on seeing Mr. Daniels lets go of Flash. Both boys stand silently.

"Both of you, my office now!" Mr. Daniels demands.

In his office Mr. Daniels sits the boys down and proceeds to lecture them about how violence is never the answer to solving disagreements. Peter pleads his case, that Flash attacked him and he was only defending himself. Flash however counters, saying Peter attacked him, pointing to his head where a large bruise is already starting to show.

"Mr. Parker, Mr. Thompson, you are both suspended for three days, starting immediately for the offence of fighting."

_What will Aunt May and Uncle Ben think of me, I'm so in trouble. _Peter's head drops in disappointment as he leaves the office. 

**Peter Parkers house**

* * *

Peter trudges up the path, head hung low, looking at the ground. As he opens the front door, he sees May sitting in the kitchen having a cup of tea.

"Peter, why are you home so early?" she asks.

Peter doesn't raise his head and mumbles, "I was suspended from school."

"Suspended? Suspended!" May yells in shock, "Peter Benjamin Parker, I can't believe what I'm hearing. What have you been doing?"

Peter looks up at her with shame.

"It wasn't my fault! I got into a fight!"

"One class of martial arts and you're fighting? Well, that's the end of that! Go to your room; I'm calling your uncle."

Peter goes to his room and lies on his bed, staring at the ceiling, contemplating what has happened.

_I didn't do anything, he attacked me and I got suspended! It's just not fair._

When Uncle Ben arrives home from work he knocks on Peter's door and finds Peter still laying on his bed, arms crossed, staring at the ceiling.

"So Pete, I heard you got into a fight today. Was it with that Flash boy?"

Peter uncrosses his arms, sits up and answers,

"Yeah, he attacked me again, but I fought back like you said! Then we both got suspended! It's not fair!"

Ben looks at Peter and smirks, "Did you at least get him a good one?" as he motions an uppercut.

Peter's frown breaks as he begins to smile,

"Yeah, I ducked a punch and he hit the locker, and then I got him in a headlock. Everyone was like Oh My God, especially Flash!"

"Good boy Peter, you stood up to that bully, I'm proud of you." Uncle Ben reassures him.

"That Flash boy will think twice about picking on you again, and so will any other boy."

Peter now fills with confidence and pride, his smile becomes broad and his head rises high with self-belief.

"Now Peter, since you have a few days around the house, I'll need you to help me out with a few chores. Your Aunt will expect a punishment."

Ben writes up a list of chores to perform, Peter reluctantly takes them and smiles,

"Thanks Uncle, you always help make things seem better."

Ben walks out with a little strut, "It's what I do," he jovially quips back as he shuts the door.

Peter sits in his room alone and pulls out his phone and messages Harry.

_[Just got suspended, got into a fight with Flash, used some moves and kicked his ass]_

Immediately the phone rings, Harry is on the other end.

"Hey Harry".

"Pete, did I read right, you beat up Flash?"

"Ah not quite, we got into a fight, it was pretty even but I got him a few, but I also got suspended".

"That's awesome Pete!" Harry replies excitedly.

"Ha?"

"It's awesome that you gave flash what he deserved!"

"oh cool, anyway what's going on with Tony Stark, things must be crazy at your house now?"

Harry is silent for a moment, "Yeah its pretty big news" he responds, then he is again silent.

"Big news Harry? Only a month after saying that Stark Industries are out of the armament business Tony Stark reveals the most advanced military weapon in the world!"

"Yeah I'm sure both my dad and Justin Hammer will be going crazy" Harry's voice drops as he speaks.

"Haven't you spoken to him about it? Doesn't he discuss these things with you?" Peter asks.

Harry again is silent for a moment "I don't see my dad that often, he's a busy man".

Peter realizes this is a sore point for Harry, "Sorry Harry I didn't mean to push".

"It's cool Pete, I'm guessing that Stark is back in the weapons business, which is bad for OsCorp and HAMMER industries."

"Maybe he's not, maybe he's something more" Peter replies.

"Something more?" Harry asks.

"A hero, a super hero!"

"Ah Pete your funny" Harry quips, "Tony Stark is many things, but a super hero... I don't think so, it's a publicity stunt, he's just showing off his newest toy".

"Fair enough Harry, you're probably right" Peter concedes.

"Ok Pete, I've gotta go, I'll talk to you later".

"Sure Harry, see you then". 

**Harry Osborn's House**

* * *

Harry hangs up the phone as the elevator doors opens on his level. He walks from his room to the main living area and sees his father, Norman Osborn, walking to the kitchen.

Harry follows him and sits at the kitchen bench whilst his father rummages through the fridge for something to eat.

"Hey dad, how's work?"

"Busy as usual" Norman replies without even turning to acknowledge Harry.

"So Iron Man, that can't be good for business!" Harry says pointedly at his father.

Norman now stops looking for food in the fridge; he turns and faces Harry with an annoyed look.

"That is yet to be determined…. Son." Norman replies with contempt, "Stark is not in the arms business anymore, so business is great!"

Harry listens intently. Norman, realizing he has an interested audience continues to explain.

"We already knew about this suit, Stark's stunt will have just focused the military's attention on creating exoskeletons, as opposed to everything else!"

"Do you have an exoskeleton suit?" Harry asks with excitement.

Norman smiles smugly "You know I don't discuss work at home Harry!"

"That's disappointing, I'd hope we have something to compete, I'm sure HAMMER has one!".

Harry attempts to goad his father, but he reacts with anger.

"Harry I'm not that silly, I'm not going to divulge our projects, to impress my under achieving son" Norman replies with venom.

Harry is shocked, his face drops, sadness fills his body and tears fill his eyes.

"Don't be weak Harry, you're just like the rest of them! Guided by your emotions and childish wants and desires." Norman looks at Harry with disgust.

Harry storms out of the kitchen, off to his bedroom.

Norman watches him storm out then returns to the fridge.

The next morning Harry lies in bed, the Osborn's butler enters his room, "Time for school Master Osborn".

"I'm not going!" Harry replies and turns over hiding underneath his sheets.

"Not again Master Osborn, you can't keep missing school!"

Harry sits up, "I can and I will!".

The butler shakes his head "I'll have to notify the school and they'll notify your father!".

"Tell them, as if the great Norman Osborn would take time out of his busy schedule to even take the phone call!" 

**Parker Household**

* * *

Peter tries to sleep in since he is not going to school, but May doesn't let him sleep in, "Peter, Peter wake up!" she yells shaking him.

Peter rubs his eyes and peers up at Aunt May, "Ha, what's going on?" he asks in a croaky voice.

"What's going on? You're not going to stay in bed all day! You're going to get up and do the chores your Uncle gave you last night."

"Ok Aunt May, I'm getting up," he tells her as he sits up out of bed.

"That's better, Peter. Now, I'm heading off to the shelter. Make sure you do everything on that list and no slacking off, do you hear me?"

"Yes Aunt May," Peter replies smiling.

On the list, there are various tasks, including mowing the lawn, moving junk from the yard and cleaning. Peter gets through these tasks quickly then heads inside, sits down on the couch and turns on the TV. As he does he hears the front doorbell ring.

_Who would be visiting the house at this time of day? _

Peter answers the door and finds Harry standing upon the porch.

"Hey Pete, how are the chores going? Need some help?"

"Hey Harry! Thanks, but I'm all done."

"Oh so you're all done ... I guess that means you're free to come out now?" Harry asks with a cheeky grin.

"I don't know Harry, I'm grounded and can't leave the house," Peter hesitates, before adding, "if Aunt May found out…"

"She won't find out Pete! Lets go, maybe we can do another session at Midtown Martial Arts Hall?"

"I'm banned from martial arts Harry, Aunt May said"

"Come on Pete, don't worry about that, she won't find out and you have to be ready for Flash next time"

Peter stands silently, considering Harry's proposal, "Ok Harry," Peter relents, "but we need to be back before my Aunt comes home at 5pm."

Harry jumps up and punches the air, "Yeah Pete! Lets go kick some ass."

**Midtown Martial arts hall**

* * *

Harry arranges Peter to have a personal lesson with the main instructor of the dojo. Peter learns more advanced techniques whilst Harry speaks with the owner of the centre.

Harry gives the owner an envelope with a substantial amount of money, "What I need is a private gym area for myself and my friend to work out alone, and my friend needs to learn how to defend himself!" Harry explains to the owner. The two look over and see Peter practicing throwing techniques and flipping an experienced black belt.

"I think your friend and can look after himself!".

"He's a quick learner, but he's only had one lesson, and I'm worried that the people who want to hurt him aren't going to wait!" Harry replies with concern.

"Ok Harry, we can give him training when ever you want!".

"That's great news, thanks".

As Peter finishes his lesson Harry speaks with him about the deal Harry has agreed.

"Ok Pete, so I've got a deal where you can train at anytime you want with these guys, they're going to show you how to defend yourself against Flash and the other guys."

"Harry no I can't accept that, its too much!" Peter politely declines.

"Pete it's not too much, you're my friend and I'm going to look after you, anyway its already done!"

Peter softens and reluctantly agrees, "OK Harry, I appreciate you looking out for me".

"Cool, we'll train every day while your suspended, before science class, on weekends, all the time." Harry continues with excitement, "We even have our own gym so we can do weights, get ripped for the ladies, for Gwen!"

Peter becomes embarrassed as Harry mentions Gwen, "OK Harry, whatever you say" and the boys leave for home. 

**Subway Station**

* * *

Harry and Peter stand on Peter's platform, waiting for his train. Both boys talk excitedly about the training they are about to start. As they do a man in a hood approaches them and pulls out a knife

"Give me your money kid, and I won't hurt you."

Peter looks across and freezes in fear, he doesn't know what to do.

Harry says to the man, "I think you should leave us alone sir. We've had a big day and we aren't in the mood."

The man looks at them oddly and replies, "I don't care about your day, boy, give me my money."

Peter's train approaches and Harry replies, "Well, actually it's not your money!".

Peter feels a sensation of danger ring though his head.

Without thinking, Peter grabs the man's arms, twists it behind his back and the knife falls to the floor. Harry kicks the knife onto the train tracks in front of the oncoming train. The man squirms in pain as Peter twists his arm harder and harder.

"As I said, really big day, you should probably leave," Harry tells the attacker.

Peter lets go of the man's arm and he quickly scuttles off into the crowd.

"These lessons are really paying off, maybe I should hire you as a bodyguard!" declares Harry, "You're like a ninja!".

Peter stands silently, contemplating what just happened, the train doors open behind him, Peter says goodbye and hops on the train.

Peter stands in the train and still contemplates what just happened.

_What's happening to me, I'm strong, stronger than Flash, my reflexes are off the chart, I'm getting a premonition of danger. How did this happen?_

Peter then comes to the realization of what all these events mean, fear and wonder sweep over him in equal amounts.

_When I was sick, ever since then I've felt these changes, that was just after… The spider bite! The trans-genetic spider must have changed my DNA, made me stronger and better, different._

Peter's thoughts dart back and forth between the possibilities, and possible side affects. As he peers across at the watch of the man standing next to him he sees the time 4:40. His Aunt May will be home soon.

Panic fills Peter and he forgets about the bite; he becomes anxious, tapping his foot urging the train to move quicker. 

**Forest Hills**

* * *

When Peter finally arrives back in Forest Hills, he runs down the street at an inhuman pace. People look at him as he flies past; he crosses a street and jumps clear over benches and fences. He looks back at the obstacles he's just breezed past, then crashes into a line of bins and falls to the ground.

He quickly gets himself up and continues home.

Aunt May is walking down the street coming from the other direction; she is getting close to their house, just around the corner.

Peter jumps over their three-foot fence and charges up the stairs to the front door. He looks at his phone frantically for the time, 4:50_. _

_Just in time_ he thinks to himself.

As Peter pulls out his keys, he fumbles them, trying to get the right key to open the door. Finally he manages to get the right key in and open the door. Just as he does so, Aunt May turns around the corner.

When Aunt May arrives at the front door and enters the house, she looks around. The place looks clean and orderly, no sign of Peter.

"Peter, are you here?" she calls out.

Peter stands in the kitchen, taking out vegetables and placing them on the bench.

"Hey Aunt May, I was just about to start preparing dinner!"

Aunt May smiles, "Oh Peter you're a good boy, I'm glad to see your learning your lesson". Peter has a cheerful grin on his face, which turns a sigh of relief as soon as she leaves the room.

Peter begins cutting up vegetables when he receives a text message

[See you tomorrow! NINJA]

Peter looks down at the text and thinks to himself,

_Maybe I can become a ninja, a hero like Tony Stark, like Iron Man!_


	5. Caught on camera

**Midtown High**

* * *

Peter returns to school, the first day back after his confrontation with Flash. He notices something different … People are actually acknowledging him, some are even saying hello.

_Everyone is being nice to me, people are even saying hello. Could it be that I'm finally getting respect?_

"Hey, Peter," Gwen greets him as he walks past on his way to his first class for the day.

Peter looks up and smiles "Ah, hey Gwen," he replies awkwardly.

"We saw you take out Flash last week, Liz cuts in, "Pretty impressive Parker! Everyone's been talking about it."

Peter blushes and stammers, "I've been doing some … stuff."

The girls look at him strangely.

_Come on Peter, not again, talk to them, what do you have to lose?_

"I've been working out and started martial arts," Peter continues, this time with confidence.

"The heart of a tiger with the moves to back it up! Impressive, Parker!" M.J. quips. She squeezes his arm with her fingers, "Still needs a little work, though!"

The girls leave for class saying goodbye to Peter. He waves at them smiling, but as they turn the corner, he sees Flash in the background, staring intently at him, not moving or blinking. Peter returns his gaze for a few moments and then walks off to class in the other direction.

During lunch that day, Peter sits at a table eating his lunch alone as he often does when Seymour and Sean sit down either side of him. Flash then sits down directly across from him and stares at Peter not saying a word.

"Is there something you want Flash? Round two?"

"You made me look bad the other day Parker," Flash says in a cold tone. "You got me suspended and I can't afford to get in trouble again."

"Before you get started with threatening me again Flash," Peter interrupts, "How about this? We let it go. You stop picking on me and I won't make you look bad in front of the school again."

"You were lucky Parker, next time…" Flash warns.

"Next time Flash, next time?" Peter interrupts, "Next time Flash, you won't get off so lightly."

Flash goes silent in contemplation of what Peter has said and realizes that Peter might be right.

"Well, I'm still Flash Thompson and you're still Peter Parker the freak, just remember that!" Flash growls as he leaves the table followed by his friends.

Peter sits at the table smiling._ I've won, I've actually won, bullies always back down, just like Uncle Ben said._

**Forest Hills**

* * *

After school, Peter meets up with Harry who has been invited over for dinner. As Peter greets Harry he notices a the new scarf he's wearing.

"Hey Harry, what's with the scarf? It's not that cold yet."

"What, you don't like it? Apparently it's the new fashion. I saw it on TV!"

The two boys walk home from school down the main street towards a major intersection lined by two story shops and houses. Just as they approach the intersection. Peter feels a sensation of danger and freezes. Out of the corner of his eye, he sees a car speed through a red light and smash into the side of another car.

The two cars are tangled and a fire burns. People begin running over from every direction whilst Peter and Harry stand back shocked. Then suddenly, there is an explosion and the fire engulfs both cars. The crowd of people back away in panic.

"Someone has to save those people, they're going to die!" yells someone in the crowd.

Peter suddenly breaks out of his trance. Harry is trying to get closer to the cars but the fire is too hot. Peter grabs Harry's arm and pulls him back.

"Give me your scarf!" he commands.

"My scarf, what?"

Peter takes the scarf from Harry and wraps it around his face. He runs towards the smoke and ducks down to avoid the flames flying out of the engine of one of the cars.

Peter looks through the broken window to see a man in the car slumped over the steering wheel. Peter tries to open the door, but it's stuck. He pulls on the handle, but it breaks off.

Peter glances around for something to help him open the door but he can't see anything. He begins coughing, as the scarf is no longer keeping the smoke out of his lungs.

Peter evaluates the frame of the door; the window has been shattered but he sees two areas without glass and grabs on to them. He pulls but it doesn't move. Peter crouches and leans back, he gives the doorframe a huge pull and it comes flying off its frame. Peter falls to the ground backward and flings the door over his head. It skids along the road into the crowd and knocks over an unfortunate spectator.

As Peter lies on the ground, he sees the crowd staring in amazement; some are filming him with their iPhones. He quickly gets up and takes off the man within the car's seat belt, picks him up over his shoulder and carries him to the crowd, laying him on the ground. A member of the crowd pushes his way through, "I'm a doctor, I'll take care of him" he tells Peter.

Peter rests on one knee coughing as someone in the crowd yells, "The other car, there's someone in it!"

Peter gets up and runs around to the other side. He sees a woman banging on the glass and he rushes over and opens the door. It's jammed but Peter opens it relatively easily with his enhanced strength.

Peter pulls the woman out but she's yelling frantically and trying to break free. "No, help, someone help!"

Peter pulls her away from the car as she continues to struggle, "I'm here to help you lady, you're safe!" he tries to reassure her.

"No! My baby, my baby she's still in the car!" she yells with panic in her voice.

Dread sweeps through Peter. Harry comes forward and grabs the woman; holding her back yells to Peter, "Go!"

Peter runs back to the car but it has been crushed between the other car and a light pole. He can see the baby in the back but can't get to it as the power pole is in the way. Peter jumps onto the hood of the car and rips the half -broken back windscreen right off.

The smoke is thick and streams out of the car. Peter coughs violently as he reaches down and fumbles around for the seatbelt. He can't find anyone in the back seat, then notices a bundle of fur cowering in the corner.

_You've got to be kidding me a dog! _

He crawls down into the back seat and reaches for the bundle of fur, as he pulls it out he realizes it's a 40kg English Sheep dog.

_A really big dog!_

Peter feels a sensation of danger buzz through his head. Peter lifts up the dog, holds it in his arms, moves out of the car and jumps off the top of the car, 15 feet in the air. He lands softly on his feet and places the dog on the ground, which immediately jogs off exploring its new surroundings, oblivious to what has just happened.

One person with their iPhone recording the events approaches Peter through the crowd.

"Hey, how did you do that? That was amazing!"

Peter still wearing the scarf around his face, sees the phone and runs off, sprinting down the street at an amazing pace. Harry chases off after him but can barely keep up, losing him down an alleyway.

When Harry finally makes it to the alleyway, he cautiously and quietly calls out, "Peter, hey Peter are you here?"

Peter appears from behind a dumpster looking frightened and visibly shaking.

"Are you alright?" Harry asks.

Peter doesn't respond.

"Are you alright Peter, are you hurt?" Harry implores, "Did you get burnt?"

"No, I'm ok," Peter finally mumbles back.

Harry smiles, "Well that's a relief! Now that you're ok, you really need to tell me what the hell happened back there!"

Peter looks away, his eyes darting around as he tries to think of what to say next.

Harry tries a different tack, "Come on Peter, what's up with taking my scarf? Is it still ok? I hope you didn't get it ruined."

"Ah sorry Harry," Peter pulls off the scarf, which is black with smoke, "It's not burnt, just a little smoky…"

"Oh well, I was never good at fashion anyway," Harry jokingly replies, but his smile soon fades as he poses the real question.

"Peter, how did you do what you did back there? You ripped a car door right off its hinges, you jumped like 15 feet in the air. How did you do that?"

"I'm really not sure Harry," is all Peter can reply.

"Are you an Alien?" Harry asks bluntly.

"Harry, what? No I'm not an Alien," Peter says.

"Are you sure?" Harry raises an eyebrow, "You live with your Aunt and Uncle, maybe your parents were aliens and they sent you here from a dying planet."

"Or maybe your Aunt and Uncle found you? Brought you up as their own?" Harry continues, "I saw that on TV once. Or maybe …."

"It was a spider!" Peter interrupts.

Harry looks at him blankly, "Sorry?"

"I was bitten by a spider … it was… " Peter elaborates tentatively.

Harry is confused; "You were bitten by a spider, are you serious?" he interrupts.

"It was a radioactive spider!" Peter blurts out.

"Oh! A radioactive spider! Of course that all makes sense now!" Harry replies sarcastically, covering his face with his hands.

Peter has a large frown. "The spiders from our class at science academy … the one that escaped, it bit me."

Harry removes his hand from his forehead and looks up. "A spider bite, of course! Those spiders have undergone trans-genetic manipulation and radioactive treatment." Harry's face light up as he continues, "Potentially, the viral DNA polymerase used to combine and alter the spiders DNA could be transferred through a bite and rewrite parts of another species DNA in line with those from the original spider."

Harry catches Peter staring at him in amazement. "What?" he retorts, "I'm not in the Science Academy for my good looks!"

"That's for sure," Peter quips.

"I hope you didn't think I'm only in the Science Academy just because my father pays the bills? I'm the son of a genius remember!" Harry declares.

Peter smiles, "Fair enough Harry, but I think you might be right. The spider DNA must have mixed with my own and now I have spider strength, spider speed and even spider sense!"

Harry looks at him oddly, "Spider sense?"

Peter becomes excited, "Yeah, whenever there is danger around, I get a kind of buzzing sensation in my head, just before it happens, like precognition!"

Harry looks stunned. "You mean you can see the future?"

"I can't see the future, it's more like intuition…. on steroids."

Harry is grinning ear to ear, "That is so cool! I just hope you don't get any side effects."

"Side affects, what side affects?"

"Well, for instance, you could start walking up walls."

"That would be a cool side affect," Peter argues.

"Or you could grow eight arms or even worse, start shooting webs from your ass?" Harry counters.

Peter suddenly turns white, "Do you really think that could happen? Grow extra arms and make webs with my ass?"

Harry shrugs, "Hey you'll probably be alright. It's actually amazing that you survived the spider bite and are actually stronger from it."

Realisation of what would happen to Peter if anyone found out what he could do fills Peter with fear, "You can't tell anyone Harry, we need to keep this a secret. If anyone knew what has happened to me they'd take me to a science lab and cut me into pieces."

"Of course Pete. We'll need to keep it a secret. You can trust me Pete, I'm your friend." Harry assures him, "But …. you might want to think about not doing stuff like this in public again, or at least investing in a balaclava."

**Peter Parker's House**

* * *

Peter and Harry arrive at the Parker residence.

"Hello Harry, it is so nice to have you join us for dinner," May greets him warmly.

"Hi Mr. and Mrs. Parker, thank you for inviting me," Harry replies offering his hand politely to May and Ben.

May shakes Harry's hand and then gives Peter a hug.

"So Harry, ready for the best home-cooked dinner you've ever had?" Peter asks as May gets up to set the table.

"Best home cooked dinner? This will probably be the only home-cooked dinner I've ever had" Harry replies.

Aunt May, on her way to the kitchen, briefly stops and reflects,_ how sad, the boy has never sat down with his family and had a meal._

During dinner, May and Ben take a great interest in Harry, his school and life.

Harry initially is taken aback; they show genuine enthusiasm and congratulate him when he describes science contests he has won, something he never received from his father. He opens up, telling them about the private school he attends, how he is ostracized from most of the other boys because his father is Norman Osborn. He shares stories of travelling with his father to far away countries, meeting politicians and celebrities.

"You've had quite a lucky childhood Harry, most people could only dream to have the experiences you've had" Ben explains with a slight hint of envy.

"Thank you Mr. Parker, though seeing places and meeting people doesn't make you lucky, having people that care about you make you lucky!" Harry explains with a hint of sadness in his voice. "Peter is the lucky one, I see how you treat him, adore him, make him feel special, that's worth more than all the money in the world!"

Ben and May feel a sense of pride as they hear Harry's words. "Can we keep him?" May asks Ben jokingly which brings laughs from the entire group. Harry, as he laughs, feels a small tear fall from the corner of his eye. This is the first time in his life Harry has felt wanted, included, loved.

As Harry leaves he speaks with the Parkers, "Mr. and Mrs. Parker, I must really thank you for dinner tonight. I had a great time and appreciate you making me feel welcome."

May is touched by the warmth and sincerity in Harry's words and fights back the urge to shed a small tear.

"Thank you Harry," Ben replies. "It's been a pleasure having you. Know that there's always a spare seat at our table for you!"

**Midtown High**

* * *

Peter admires a vintage red corvette pull up and into the Midtown High car park. Not many people around here drive such an old style car, especially one in such good condition; it almost looks brand new.

Out of the car steps a man steps out dressed in a black suit and tie, wearing sunglasses, his short auburn hair parted to one side. He walks toward the main building with purpose, not paying attention to his surroundings but instead seems focused on a mission.

Peter walks through the student commons area, past a group of students, including Flash Thompson crowded around a couch watching a video on a macbook. Over their shoulders Peter can see the video footage of him saving the car accident victims. As he looks at the footage closer he notices that he was wearing his school blazer. The students notice this as well and begin excitedly talking about this new hero and who could it be. Flash is the most excited out of the lot.

Peter walks to another couch and looks up the video on his iPhone. He examines the footage, three separate versions, but in none of them is his face visible, but he still feels panicked that somehow his secret is going to get out.

He immediately rings Harry. "I've just been on the Internet, there are at least three videos of …"

Harry cuts him off before he can continue, "Pete, stop right there. We will talk about this in person tonight, just relax."

"But Harry," Peter complains.

"Tonight, Pete." Harry says firmly, "I'll talk to you tonight in person, ok? Trust me."

Peter reluctantly agrees and hangs up the phone.

When Peter gets to his class, there is a new teacher filling in. It is the man he saw arrive in the red corvette earlier that morning. He stands at the front of the class and calmly asks everyone to be quiet. As the class settles down the substitute teacher begins.

"Good morning class, I'm your new substitute teacher, Mr. Smith. I look forward to teaching you English during Mr. Benson's absence."


	6. Strange Alliance

**Peter Parker's house**

* * *

Peter spends the entire day at school fretting and worrying about the video. His paranoia is in overdrive, as he rushes home after school, he examines every car on the street, in the fear that they are following him. Harry visits Peter's house after school and they go straight to his room.

Peter begins speaking frantically, "Harry, I'm on youtube, they've got video of me, I'm gone, they're going to cut me up and…"

"Pete, Pete, Pete, calm down, it's all right. I've checked all the footage and there are no shots of your face!" Harry interrupts. Peter's concern doesn't subside.

"That was actually good thinking using my scarf as a mask!"

"Ah, well actually I only took your scarf to breathe through the smoke" Peter finally responds.

"Oh, well it actually worked out well, they only have footage of your school emblem, so they'll know what school you're at, but not who you are."

"They?" Peter asks curiously.

"Yeah, the Men in black!"

Peter looks dubiously at Harry, "The Men in black, really Harry? I think you've been watching too much TV!".

"Pete, trust me, this is real! There is a secret agency covering up everything from aliens, scientific accidents to the green Sasquatch"

"What's with you and aliens, there's no such thing!"

"It was on TV, about Roswell, trust me there are aliens visiting this planet and the government know about it!"

"and a Green Sasquatch Harry, really?" Peter continues in a dismissive tone.

"Pete, you need to watch out, anything new at school could be them!".

Peter suddenly goes silent, deep in thought.

"Pete, is everything alright?"

"I'm just thinking about what you said, new things at school"

"Has something happened?" Harry asks intently.

"Well I have a new English teacher, and I've noticed a few new maintenance vans and workers around the place today."

"That's them, the Men in black, they're already looking for you!"

Fear engulfs Peter as the realization of what is happening washes over him. "My English teacher wears a black suit, and a tie… No English teacher ever wears a suit, little lone a tie!" Peter looks at Harry with horror.

"What am I going to do? They're going to find me!"

"It's alright Pete, all they know is that you go to Midtown, all you have to do is keep your head down and have a good disguise!"

"A disguise, what disguise could I possibly wear to school?"

"Well maybe you should wear glasses and comb your hair a different way! I saw this guy on TV who did that and it disguised his identity, he was like the most famous person in the world, yet just a pair of glasses and no hair gel, BOOM no one even had a clue who he was!".

"Right Harry, is this another documentary?" Peter sarcastically replies.

"Well it wasn't quite a documentary, it was about someone in the same position as you… except he was an alien… who looked human… and could fly... and… well that's not the point".

"What is the point Harry?"

"You need to look totally opposite to that guy in the video, you need to look weak, you need to be inconspicuous, maybe let Flash and the others beat you up, they'll never suspect you then!"

"Let them bully me Harry? Really? Is that your plan?" Peter's disdain for Harry's suggestion is clear. "This is the first time I've actually stood up to them, and won, the first time I've had people respect me!"

"I understand Pete, but respect isn't worth much if you're being dissected on a table!"

Peter's frustration grows, he clenches his fists knowing that what Harry says is true. "Ok Harry, I get what you're saying, I'll stay under the radar and be the old Peter, it's just not fair!"

"I'm sorry Pete, but it's the only way, plus make sure you take a balaclava everywhere you go!"

"Ha? A balaclava?" Peter asks confused.

"Well if you do feel the need to be a hero just make sure you can hide your face!"

"Ok Harry, will do!"

Peter spends the next week at school laying low, he avoids any confrontations with Flash and his friends, or anything that could spark one, such as speaking with Gwen. 

**Midtown high**

* * *

Liz, M.J. and Gwen stand out the front of Midtown discussing their day and how boring class will be. "Well I'm actually not going to class, I'm going to Gaz's house!" Liz boasts to the girls.

M.J. and Gwen exchange awkward glances. "Is that a great idea Liz?" M.J. asks, "You shouldn't be skipping class, and how well do you know that guy?"

"Yeah, I don't know if this is such a good idea" Gwen joins in.

"Oh you guys, relax, I'll be fine, he's a cool guy!" Liz hesitates, "I just need you guys to cover for me!"

"Ok Liz, we'll cover for you, just be careful!" M.J. responds. Liz thanks the girls and heads off. 

**Gaz's House**

* * *

Liz and Gaz spend the day together at his house and are lounging on the couch when suddenly the front door is kicked in and four men barge in ransacking the house. Gaz tries to get up and grab an item from underneath his couch but two of the men are immediately on top of him, one with a knife at his throat. Liz begins trembling in fear, she peers up to see a man covered in tattoos called razor pointing a pistol directly at her.

Razor turns his gaze to Gaz, "Mr Brownstone I presume?" he asks, "Well its seems you've been a naughty boy, cutting into our territory, selling drugs to our clients and costing us a lot of money!"

"I don't know what you're talking about!" replies Gaz, trembling in fear.

"We know you have been undercutting us on our turf, all we want is what's ours!"

"What's that?" Gaz asks.

"Ten thousand dollars" the gang leader replies with a slight pause "Now!"

Gaz begins shaking his head, "I don't have ten thousand dollars now, I'll need time!"

Razor stares intensely at Gaz in an attempt to see if he's lying. "OK, you have until three o'clock today, but we're taking your girl as insurance, call her phone when you have it!"

"OK, I'll get you the money" Gaz replies, still shaking with fear. The gang leaves with Liz, taking her in their car.

Gaz sits and ponders, _Now do I get them the money and help save Liz or just disappear?_

Without much deliberation he makes his decision, _She was boring anyway, and frigid, time to move on_. 

**Gang house - Richmond Hill**

* * *

Liz is tied up in one of the gang's houses in Richmond Hill. One member of the gang, a solid man with dreadlocks called Crackers, sits and plays video games in the room with Liz. They tie her up and he barely moves his eyes from the screen, "Keep and eye on her, make sure she doesn't move" Razor asks him, Crackers nods his head and takes another puff of his cigarette.

At 3pm Razor sits in the kitchen looking at Liz's phone, the clock ticks to one minute past. Razor clenches his fist and bangs the table, he storms into the room holding Liz, pulls out a knife and holds it to her throat.

"Your boyfriend hasn't come through for you, sorry, but your ours now!"

Liz begins crying and pleading, "No, please don't hurt me, I can get you the money"

"You can get the money?" he asks, pulling the knife away from her throat.

Liz now stops crying and realizes she has an opportunity here, "I can ring my friends, they can get it for you!"

Razor looks at her with suspicion, he examines her face for a hint of deception, "You better get that money tonight, and make sure there's no cops involved, or else you'll never see your friends again!" Liz nods tentatively and takes her phone, calling M.J. 

**Midtown High**

* * *

M.J. is just leaving class when she feels her phone vibrate, she sees Liz's caller ID and answers. "Hey Liz what's up?"

"I'm in trouble, I need your help, I need ten thousand dollar today". M.J. is startled by Liz's request.

"What do you mean you need ten thousand dollars today?"

"I've been kidnapped and…", the phone is ripped out of her hand and Razor speaks, "Your friend owes us ten thousand dollars, we want to see it by six o'clock tonight or else you'll never see her again!"

"Who is this, what do you mean?" M.J. asks fear washing over her.

"Did you hear me? Meet us at the carousel in Forest Park, at six o'clock, with the money, and make sure there's no cops or we will kill your friend!", he pauses, "After we've had some fun".

Razor laughs into the phone as Liz's screams can be heard in the background.

"Ok, I'll get you the money, just please don't hurt her!" M.J. pleads with him.

"You, and your friend, have until six o'clock, tick tock little girl!"

M.J. hangs up the phone and begins to panic. Gwen sees her and immediately runs over, "M.J. what's up? You're shaking."

"Liz has been taken, and they want ten thousand dollars today!"

"What, taken? what do you mean, who took her?"

"I don't know, they said we have to take ten thousand dollars to Forest park tonight or else…" her voice trails off as she contemplates the situation.

"Or what M.J.?", Gwen now feels the gravity of the situation bear down on her, her chest becomes tight as fear grips her entire body. M.J.'s eyes begin to fill with tears.

Flash, standing nearby, overhears the conversation and joins in, "Are you guys all right, what's going on?"

"Liz has been kidnapped, and the kidnappers are asking for ten thousand dollars!"

"What the? we have to help her!"

Gwen replies, "I'll call the police and…"

"No, No, No" interrupts M.J., "They said no cops, we have to get the money ourselves!"

Gwen looks at M.J. with disdain, "I don't care what they said, we need to call the police!"

"Gwen, you didn't hear this guy, they're serious we can't risk it!" M.J. pleads with her, "We need to do this ourselves!"

"I agree, we can't risk them hurting her" Flash joins in.

"How can we get ten thousand dollars? We don't have money like that, we're not the Osborns!" Gwen stops mid sentence, "Though we know someone who knows an Osborn!"

The three wait for Peter to leave the main building, as he does they hurriedly rush over to him. Peter stops walking and is startled, they crowd around him and each one immediately begins barraging him with questions, to a point he needs to stop them.

"Whoa, what's going on, one at a time!"

"Parker we need your help, Liz has been kidnapped and we need ten thousand dollars!" Flash tells Peter urgently.

Peter looks blankly at Flash, "Ha? You think I have ten thousand dollars?"

"No, Parker we need your help to get it!" Flash continues, Peter's face is filled with confusion.

"Parker, we need you to get in contact with Harry Osborn to loan us ten thousand dollar to pay a ransom for Liz!" Gwen interjects.

Peter is surprised and stunned, "You want me to ask Harry Osborn to get ten thousand dollars for your friend?" he asks.

"Yeah, it's the only way we can save her!" Flash jumps in. Peter is annoyed by Flash and his bravado, "Why would I? You've been bullying me of years, and now you expect me to help you?"

Flash is taken aback by Peter's comment and stops for a moment, "That's true Parker, but this isn't about me or you, these guys are going to kill Liz if we don't do something!"

Peter now realizes the seriousness of the situation, "I don't know if he'll even have that money, and I really don't want to ask for it, plus I don't know if he would even consider give it to me!"

"You can at least try Parker, if you don't, then she dies!" Gwen tell him.

Peter reluctantly agrees, "Ok, I'll try, but I don't like our chances." Peter takes out his phone and calls Harry.

"Hey Pete, is everything alright?"

"Actually no, a friend of Gwen's is in trouble, she's been kidnapped and needs our help!"

"Ah Pete, I thought we talked about this, we're just school kids, we can't help in situations like this."

"Um they don't want that kind of help, they want money, ten thousand dollars today"

"Oh, um OK I didn't realize…" Harry is dumbfounded on the other end of the phone.

"Harry, I would never ask this of you, but Gwen said they're going to kill her, and we don't have any other options."

Harry is silent on the phone for a moment, "Is she hot?" he asks. Peter's face fills with surprise, "Sorry, what?".

"Is she hot Pete, is this Liz chick hot? I just want to make sure I'm rescuing Cinderella not one of the wicked sisters!" Harry sarcastically tells Peter, both the boys chuckle.

"No worries Pete, anything to help a friend, or the friend of a friend, or the hot friend of a girl that my friend likes, or something like that". 

**Forest Park**

* * *

Harry arrives at Forest Park with $10,000 in a brief case and meets at a car with the other four. Peter introduces Harry to Flash and M.J., who both thank Harry immensely for helping their friend.

Flash tells the others, "I'll take the briefcase, if any trouble happens, I'm the best to handle it!"

"Um, I seem to remember the last time you got in a fight that didn't go so well for you!" Peter chimes in, much to Flash's disgust.

"You little smart ass, I ought to…", Gwen cuts in "Hey you two, concentrate, this is about Liz!"

Both boys stop as Harry speaks, "Well since this is my money, I'll be making the decisions, I think Flash should take the money as he's clearly the best person to handle any trouble!"

Peter's stares at Harry in disbelief, Flash smiles and takes the briefcase, walking through the forest towards the carousel.

"What the Harry, you know I'm better than Flash!" Peter whispers under his breath to Harry. Harry smiles and whispers back, "Exactly Pete, there's too much at stake for you to get caught up in this, Flash will give them the money, we get the girl and we all go home!"

Flash walks up a dimly lit gravel path towards the carousel. As he gets close he realizes there are people in the woods around him, hiding behind trees. A figure emerges from behind the carousel, Razor.

Flash tentatively approaches him as members of Razors gang emerge from the surrounding forest. Flash doesn't speak and opens the briefcase showing them the money. The gang leader looks in and smiles, he takes the handle and shuts the case.

"So what's your name boy, are you the hero?"

"I'm Flash, Where is Liz?" Flash asks in a quivering tone, the surrounding gang and situation have totally unnerved him and fear has engulfed his entire body.

"She's safe for now. You did well getting us the money so quickly Flash, But you forgot the interest! We need another five thousand… by midnight tonight, same spot!"

"But, but, but" Flash stammers, trying to find the right words.

"Five thousand by midnight or…" Razor motions with his hand a gun firing at his head, indicating Liz's fate. The gang walk off as Flash is left motionless, racked by fear and hopelessness.

Flash returns to the others alone, "Where's Liz?" Gwen asks immediately, "Where's my money?" Harry follows.

"They took the money, and said we need to give them another five by midnight as interest!"

M.J. breaks down with the news and begins crying collapsing into Peter's arms. Peter holds her and reassures her "It's alright M.J., we'll sort it out".

"We need to call the police, they should handle it, like I said at the start!" Gwen angrily tells the group.

"Harry, we need another five thousand, can you get it for us?" Flash asks, totally ignoring Gwen's comment.

"Sorry guys but neither of those plans work" Harry announces to the group in surprisingly calm manner. "See if the police go to a gang hideout, there will be a shoot out and Liz and a few more will die!", he continues.

"If we give them another five thousand dollar, they will ask for another five until we run out of money, and then Liz will die!"

"So what's your great idea Harry Osborn?" Gwen growls with frustration.

"Well my plan is that we catch them by surprise, cause a distraction out the front of the house, sneak in the back and rescue Liz!"

The group all stare with bewilderment, "How exactly will we do that?" Flash asks.

"Well inside that case I have a tracer, which my phone is currently tracking."

"You're tracking the case, why are you doing that?" Gwen asks with astonishment.

"The Osborn family didn't become wealthy by giving money away!" Harry replies, then continues with his plan, "When they arrive back at their house we stake out the place and work out a way in" Harry pauses, "Then when the gang leaves for the park to collect their next installment we go in and save Liz."

"This is crazy, you've lost you mind Harry, we can't do this, there will still be gang people there!" Gwen replies.

"So what we need is a distraction, the girls go to the front of the house and distract any gang members left, while we sneak in the back, take Liz and disappear into the night!"

The group is dumbfounded by Harry's plan, Peter glares at Harry.

_What Harry? How is this helping me avoid exposure?_

"I don't like this as much as anyone, I don't even know her, but we owe it to her to try!" Harry concludes.

"Lets do it, I'm in" Flash announces, "You can't be serious Flash, this is the dumbest thing I've ever heard!" Gwen states to him angrily as she intensely glares at him.

"I'm in as well" Peter reluctantly joins in.

"We've got to try something" M.J. agrees, "it's the only chance we have!"

Gwen looks angrily at everyone, glaring at each member of the group. Finally she relents and agrees, "OK, but this better work Harry!"

The group looks at Harry's phone and see that the sensor has stopped in Richmond Hills, just south of the park and walking distance. The group takes Flash's car and drive to Forest Hill drive, the opposite side of the park to the carousel. They agree that they will all meet back at the car at the end.

Peter quickly pulls Harry aside "Harry is this a good idea, we are at risk of exposing me!" Harry shrugs his shoulders "We can't let her die, It'll be fine!".

As the group walk off, Gwen asks Harry, "So what kind of distraction did you have in mind?" 

**Gang House - Richmond Hills**

* * *

At 11:50pm a group of gang members leave the gang house, drinking beers and heading down the street to Forest Park. Once they cross the main road and are out of sight Gwen and M.J. emerge from the bushes opposite dressed in short dresses, Gwen wears a blouse with three buttons undone, and M.J. ties the bottom of her shirt up, exposing her mid drift.

"I can't believe we're actually doing this!" Gwen grumbles to M.J. who has just texted the boys that they are out the front.

"It'll be ok, we just need to distract them for a minute, Daisy!"

Gwen scowls at M.J., clearly she hasn't warmed to her code name.

The two girls knock on the front door. Music is blaring inside, nobody answers as clearly the occupants can't hear them. Gwen's frustration boils over and she thumps the door with her fist violently. Suddenly Razor opens the door and Gwen nearly falls through, only stopped by M.J. catching her. Razor stares and smiles at the two girls, "So what are you girls doing here?"

"Where going to a party, wanted to see if you boys want to join us?" Gwen says in a flirtations manner. Razor can't believe his eyes, he turns around and yells to his friends who come rushing to the door.

The three gang members begin talking to the girls, trying to entice them to come in, though Gwen, or Daisy, as they know her, insists that they come to a party with them.

While the three men are busy talking to the girls Flash, Peter and Harry have jumped the back fence and are creeping through the backyard to the back door, which luckily is open. Flash leads the way and looks back at the other two, "I'll lead the way, you guys back me up!", Peter rolls his eyes at Harry, mocking Flash.

Flash enters the back door first, the music is loud and they can hear muffled conversation coming from the front door. They sneak through the kitchen, Flash picks up a butchers knife then walks up to the hallway. Flash peers into a bedroom on the other side and can see a mattress on the ground and two female legs bound by rope.

_Liz! I've found her._

Flash looks to his left and realizes that this hallway leads directly to the front door, where the three gang members stand. Flash pokes his head around and catches Gwen's eye. She immediately ups the flirtation as M.J. follows her lead.

Flash looks around at Peter and Harry and counts out with his fingers three, two, one, go. The three boys quickly sneak across the hall into the bedroom with Harry looking back down the hall to the front door, making sure they aren't spotted. Harry gives the two boys the thumbs up and they bend down to help Liz. Flash begins cutting the ropes when Liz frantically looks past them to the other side of the room.

Siting on a beanbag playing a video game half asleep is Crackers. Crackers attention is drawn by the commotion in the room; he slowly turns his head around and stares at the two boys freeing Liz. Peter and Flash look up and the three exchange awkward glances. Crackers tries to get up, Peter leaps over to him and grabs him, there is a small struggle and a table is knocked over. Peter gets control over Crackers placing a hand over his mouth and holding his arms across his chest.

The commotion is heard by one of the gang members at the front door, he turns around and M.J., realizing what's happening begins unbuttoning her shirt and walking backwards down the porch. Gwen glares at her, _What the hell are you doing, _she thinks.

The men forget about inside and follow M.J. and Gwen outside.

Flash finishes untying Liz "I'm here to save you, are you all right? Did they hurt you?"

"I just want to go home" Liz replies shaking in fear. Harry indicates to Flash that they need to go now; Flash takes Liz and runs out the back door.

Gwen and M.J. are still flirting with the gang members who are now getting very forward in their suggestions and invading the girls personal space. Gwen looks past the men and sees Flash and Liz run down the hallway, she turns to M.J., "Now!"

Both girls immediately turn and run down the street not looking back. The three gang members are standing out the front and yell for the girls to return.

Inside Peter and Harry are about to leave, "You start running, I'll catch up!" Peter instruct Harry.

"Just one minute, we need to get the money first". Peter is amazed by Harry's admission, "The money, don't worry about the money, it's not worth dying for!"

"Relax, it'll only take a second!" Harry leans over Crackers and asks, "So where are you stashing the money?" Crackers struggles to get loose, and whilst he does he looks at the closet next to Peter. Harry looks up at it and smiles, "Ah so that's where it is."

Harry climbs up the closet to the top shelf and reaches around trying to grab the briefcase.

"We need to go, we don't have time for this!" Peter anxiously warns Harry. Harry continues to reach until finally his fingertips touch a handle. He can't quite grab it and jumps up off the shelf, grabbing the handle but falling down as the shelves collapse underneath him.

The three gang members out the front hear the crash and rush back into the house.

Harry picks himself up, "Are you alright?" asks Peter, "Yeah I'm fine, lets get out of here!" Harry agrees and they leave the room heading for the back door. Peter opens the door but is greeted by Razor. Peter turns back around and sees the two other members grabbing at Harry with Crackers slowly making his way up the hallway. Harry pushes them off and backs away from them, Peter joins with Harry as the group surround them.

"You kids are gonna cop it now, give us our money and we'll make it quick!" Razor growls at them as he pulls out a knife.

Harry looks intensely into the eyes of Razor, "You really don't have any clue who you're dealing with do you?"

Razor laughs at him, "Really, you don't have any clue who you're dealing with kid!"

"Well actually I do, we're dealing with you and your three boyfriends!" Razor is incensed at Harry's barb and lifts up his knife. Harry continues, "Where as your dealing with me, myfriend and and him!" Harry points past Razor into the backyard, "Do you think I'm stupid?"

CRASH!

Flash hits Razor in the back with a baseball bat he found lying in the backyard. Harry yells "Lets get out of here!"

Peter immediately kicks one of the gang members who flies down the hallway collecting Crackers on his way. The last member runs for Peter who throws him into the kitchen cupboards and runs out the door following Flash and Harry.

Peter and Harry follow Flash jumping over multiple fences through backyards until they cross the road and enter Forest Park.

Razor and his friends follow the boys over the fences in close pursuit.

Flash, Harry and Peter are now flying through the park, filled thick with oak trees. Peter is ahead of the other two, Harry yells out, "Peter, wait up", Peter slows down and looks back at the other two, past them he sees the gang members following.

"Hurry up guys they're coming!"

The three finally make it to Forest Hill drive where the three girls are waiting in the car. They pile in but there is no space for the sixth person.

The group begin arguing on who's sitting where, "I'm not sitting on anyone's lap" says Gwen, Flash also states that he needs to sit in front because he's the largest and won't fit in the back.

As they continue to argue Razor and his friends emerge from the forest and charge at them. Peter looks back and seeing them yells, "Go, Go, Go".

Flash jumps in the front, Harry in the back and Peter jumps on top of the three in the back, they slam the door shut as M.J. hits the accelerator and flies off down the road.

Razor throws his knife at them in frustration, "Did you see the license plate?" he asks the other two, both shake their head. Razor yells at the top of his voice with frustration. 

**Peter Parker's House**

* * *

As Peter and Harry get out of the car Flash clears his throat, "Hey Parker, Osborn thanks for your help today!"

_Flash is thanking me for helping him? How my life has changed!_

"That's all right guys, glad to help!" Peter responds jubilantly.

"Oh and Parker" Flash continues, "Just so you know this doesn't make us buddies or anything like that!"

_Ok so it hasn't changed that much_

"Yeah Flash no problems!" Peter replies.

M.J. also calls out of the car "Yeah thanks heaps guys, we owe you one!" just as Flash drives off.

"I'm so sorry to have gotten you involved in all this" Peter apologizes to Harry.

"What? This is the most fun I've had … ever!"

Harry says goodbye to Peter and walks down the street on a high.

Peter enters his house and finds his Aunt and Uncle waiting for him, they are extremely angry. "What time do you call this Peter?" Ben asks.

"We've tried to call you all night and you didn't respond!" Aunt May chimes in.

"I'm really sorry, a friend needed help, I didn't get a chance to answer your call!"

"What friend? What trouble" May asks.

Peter turns silent and turns his gaze away, "I can't say, I'm sorry."

"You can't say Peter? Well, I'm sorry, that's not good enough!" Ben proclaims angrily, "I thought you would have learnt your lesson from last time, you're grounded for another week!"

"But Uncle …"

"But nothing Peter, your Aunt May has been worried sick, go to your room!" to which Peter does storming off to his room. 

**Midtown High**

* * *

Peter enters the student commons area and walks past Flash and overhears him boasting about how he took out the gang and saved Liz. Sitting next to Flash is Liz who confirms the story and tells them how strong he was and how he fought off the gang by himself. Liz and Flash catch each others gaze and look into each others eyes as she recounts how he untied her and helped carry her out.

They make no mention of Peter or Harry. Peter leans against a wall listening and feels disappointed that no one knows what he did. Gwen stands slightly further down the wall listening to Flash's story as well. She notices Liz and Flash exchange affectionate glances at each other and becomes slightly annoyed. As she observes Peter also listening to Flash notices a look of disappointment in his face, she walks up to him and places a hand on his shoulder.

"Don't worry Parker, I know what you did for Liz, for all of us!" Gwen tells him softly, "You went out of your way to help us even though we haven't been the best of friends to you"

She gives him a little kiss on the cheek, "Thanks Peter", and then walks off.

Peter freezes in terror, exhilarating terror, _OH MY GOD! GWEN JUST KISSED ME_

At the front of the school Mr. Smith enters into the back of a parked van. Inside is a large array of screens along the wall; four men in black suits sit in the van staring at the screens, listening to earphones.

One of the men sitting down signals for Smith to listen to his earphones. Smith puts on the earphones and the man points to the screen, Smith listens to Flash recount how he save Liz and took out a whole gang.

"This guys is the captain of the football team, superior athlete and our number one candidate for the boy in the video!" the operator tells Smith.

"I'm not sure he is, he looks too big, and I don't think he's really the hero type!" Smith replies, "We'll keep surveillance going, if you find anything more substantial, let me know immediately!" 

**Gaz's house**

* * *

Gaz lies on the kitchen floor, bruised and bloodied. His brother Francis returns to find him barely alive. "Garrison, what happened? Who did this to you?" he asks, frantically.

"The Richmond Hill gang, they wanted ten thousand, they took my girl but her and her friends screwed them, so they made me pay!"

"Who are they? Tell me her name and I'll make her and her friends pay!"

"Liz from Midtown!"


	7. Smoke and Mirrors

It's been a week since the incident in Richmond Hills. Peter has kept a low profile at school in an attempt to avoid any suspicions that he's anything more than your average student.

**Peter Parker's House**

* * *

There is a knock at the door, "I'll get it" yells out Peter as he runs down the stairs to greet Harry, the third time Harry has visited this week. The boys run up stairs to debrief their day.

"So did you talk to Gwen today?" Harry asks Peter.

Peter looks down with shame, "No I couldn't, as soon as I see her I freeze!"

"Pete, come on you need to get through this, you were getting so close!"

"That's what I'm afraid of, Harry!" Peter growls with frustration, "I've never kissed a girl before, I don't know how it works."

"Well you're not going to find out if you don't talk to her!"

Peter's frustration melts away and only disappointment is left. Harry notices Peter's mood and decides to change the subject.

"So have you noticed anything unusual at school, any new black suited men around?" Harry asks with excitement.

"Well we've been having lots of Football try outs, I've noticed a few scouts checking out Flash but that's about it!"

"Scouts you say Pete? Maybe they've swapped the black suits for a track suits!" Harry replies jokingly. Peter smiles, "Yeah the men in track!" he replies. Harry stands up and makes an impromptu rendition of Will Smith's "Men in track" complete with his own lyrics. Peter's mood is transformed as he laughs at his friend's ridiculous singing, and uncoordinated dance moves.

As Harry finishes he asks "How did your soccer trials go?"

"Well I didn't try too hard, as I didn't want to stick out" Peter pauses, slightly embarrassed, "But some of the other kids were actually too good for me!" Harry is puzzled. "There's actually a lot of skill involved and I just couldn't get the ball!" Peter continues.

"Well that's probably a good thing, at least the men in tracks won't suspect you."

"So what's been happening at your school Harry?" Peter asks. Harry thinks to himself, trying to remember.

"Nothing really, I go to an all boys school, no school sports, secret agents or cute girls." Harry responds despondently, "Speaking of cute girls has that Liz girl mentioned me?"

"Sorry Harry, I think she's got a thing for Flash" Peter shrugs his shoulders as he mentions this. "I see them hanging around a lot and she keeps telling everyone he saved her from a gang!"

"Flash! We did all the work and he gets the spoils? How is that fair?"

"Welcome to Midtown Harry!"

"Ok, so what about MJ, what's she up to?" Peter is taken aback, "You've forgotten about Liz already!"

"I'm at an all boys school remember, I can't be that fussy!" Peter shakes his head in mock disappointment.

"She's like a nice girl Harry, you should try talking to her!" Harry doesn't respond, his attention has been drawn away from the conversation as he stares at a news item on the television at the other end of the room.

"Harry are you listening?" Peter asks, then he also turns his attention to the television.

"Just to recap a brutal multiple homicide here in Richmond Hills where a supposed gang house has turned into blood bath with seven men dead!" the presenter reports.

Harry's face has turned white with fear. Peter holds his hand over his mouth once he sees the house in the report and instantly recognizes it. "That's the house isn't it?" he asks. Harry nods slowly in response, "This really isn't good!"

**Midtown High**

* * *

Flash, Liz, Gwen and MJ are standing out the front of Midtown High's main entrance. When they see Peter walking up they rush over to him and surround him.

"Parker, did you see the news, that gang, you know who those guys were?" Liz asks in a panic.

"Yeah, do you know what happened?"

Gwen cuts in, "Apparently, I heard that they killed each other, they all went crazy on some drug!"

"I heard it was a drug deal gone bad!" Flash chimes in, "Well I heard it was a vigilante, a crime fighter!" MJ adds.

"So what does this mean?" Peter asks, The group look at each other, "Maybe we're next!" Flash blurts out. The rest of the group now becomes worried, except Gwen. "I don't think so, if those guys are gone we've got nothing to be worried about!" Gwen tells the group.

Peter admires Gwen's strength of character, how she takes command of a situation. "And anyway they don't even know who we are!" Peter adds.

"That's not true, they knew me" Liz tells them.

"But they don't know your last name, they don't know anything else about us! Peter then stops to consider, "You didn't tell them anything, did you?" Peter asks.

"No nothing"

"Then we'll be ok, whatever happened to them has nothing to do with us!" Peter tells the group who now begin to relax. Flash, M.J., and Liz leave for class, Gwen however stays back to speak with Peter.

"Hey Parker, is everything OK? It feels like you've been avoiding me!"

"Ah no, no, I haven't been avoiding, just been busy!" Peter stumbles out. Gwen gives Pete a gentle smile noticing his nervousness; she gently places a hand on his arm, "Ok Peter, just don't be a stranger!" Gwen tells him as she leaves for class.

_Peter! She called me Peter, not Parker. What does that mean?_

Peter's mind begins to race, analyzing the possible meaning behind her change in tone towards him as he follow Gwen to class. Jessica Jones approaches Peter, "Hey Peter, how are you?" She asks in a quivering voice with hands shaking.

Peter looks across and replies, "Hey Jess, I'm OK" most of Peter's attention is focused on Gwen as she walks up the main building stairs.

Jessica is unsure how to follow up, she looks around in an attempt to think of something, then sees Peter's attention fixated on Gwen.

"Ok I'm just gonna go now" she tells him and turns to walk off.

Peter realizing that he's just ignored her apologizes, "Sorry Jessica, I was just…" but Jessica has already begun walking away.

_That wasn't cool Pete, I'll make it up to her next time! _Peter contemplates as he heads off to class.

**Oscorp Building**

* * *

After school Peter, Harry and Gwen attend the Osborn Science Academy for a theory session; Today's topic is sexual selection.

"Good Afternoon class, today we'll be investigating sexual selection!" Dr. Connors starts the session, "What we'd like to investigate and discuss is what is sexual selection, how is it beneficial? and compare it to natural selection!"

Dr Connors explains how sexual selection acts on physical, chemical or other traits that the opposite sex prefers, but isn't necessarily adaptive or help them or their offspring survive. They purely make the mate attractive compared to others in the species.

"It's often seen that females will preferentially pick males of a species that show greater fitness through ornaments. This can be seen with a peacock's tail, deer's antlers or the claw of a fiddler crab!" Dr Connors holds up his stump, "I don't think I'd do well as a Fiddler Crab!" he jokes to the amusement of the class.

Dr Connors continues to explain, "Sexual selection can also lead to dimorphism, a difference in size and shape between males and females, usually favoring larger females." he continues "One of the most prevalent examples of this is in spiders, I'm sure everyone knows the black widow spider?" The students nod in agreement, "Well what you normally see is the female, the male can be half to one-tenth the size of a female!"

Finally Dr Connors concludes his lecture, "These traits don't actually have a benefit to survival, and there only benefit is to show the opposite sex that they are a better mate!"

"Now class I'd like you to split up into groups and discuss, "What is more prevalent in our society, natural selection or sexual selection!"

Peter is paired with two other students he hadn't met before and they discuss the subject vigorously. When the class comes back together, there is much debate about the lack of natural selection in human society, if people select there partners based on sexual selection or something more. Connors thanks the class for their vigorous discussion and dismisses them.

* * *

After class Peter walks over to the curb to wait for his uncle, as he does he sees Gwen standing on the curb also waiting to be picked up.

_This is it Pete, time to talk to her!_

Peter approaches Gwen and asks, "Interesting class today, did you enjoy the topic?"

"Hey Parker, yeah it was quite interesting, what did you think, Does natural selection act on humans or not?"

Peter ponders the thought scratching his chin, "I don't think so, our ability to cure diseases and the lack of saber tooth tigers means nothing is killing off the weak and sick!" After another few seconds thinking about the issue he continues, "But I believe evolution is still occurring, I believe we're all getting better each generation, especially when it comes to intelligence!"

Gwen likes Peter's answer, "I totally agree, but the other question, Does sexual selection exist in our society?"

Just hearing Gwen say the word sex has totally short circuited Peter's brain and he again turns to a blubbering mess, "Um… I, well… I don't know"

"Well I think sexual selection is alive and strong, I don't believe we have evolved to some higher level of existence!" Gwen proclaims with vigor, "I like to think that I'm an intelligent person, and have valid opinions on a lot of things, but because I'm blond, and a cheerleader, I'm constantly thought of as simply a pretty girl and not taken seriously!" Gwen continues without a breath.

Peter stands silently taking in Gwen's words, "I think your opinions are great."

"You're one of the only people I can have a conversation with about trans genetic research and not feel like a weirdo, or put them to sleep!"

Gwen, still anxious from her previous rant softens a little, "Thanks Peter, but you only say that because you think I'm pretty! Like all the guys, no one cares about what you think, just how you look."

Peter looks Gwen deep into her eyes, "I care what you think!"

He continues, "and I understand how you feel!"

"Really, you understand how I feel?" she asks.

"Yeah, I'm always getting women who want me for my athletic body and good looks." Peter jokes.

"Oh really, you have a lot of trouble with that do you?" Gwen responds with jovial sarcasm.

"Yeah, it's a bit of a hassle, but I deal with it, it comes with the territory"

"Ah Peter, you are a funny one aren't you!" she responds just as her mother arrives to pick her up, "Ok I better go, my father hates it when I'm late!" the two exchange a wave as she leaves.

_I can't believe how well that went, not only did I talk to her, but I was funny! Where did that come from Pete?_

As Peter sits there contemplating his latest rendezvous with Gwen his Uncle sits in the car beeping the horn at him. Peter suddenly jumps out of his trance and gets in the car.

"Hey Peter, are you off with the fairies today!" Ben asks.

"Sorry Uncle, I was just thinking about" Peter stops and thinks for a second, "Our topic in class."

"It must have been interesting, what was it, or should I not ask and risk falling asleep at the wheel" Ben mocks.

"Actually we we're talking about sexual selection!" Peter boasts loudly to Ben.

"Whoa, that definitely won't put me to sleep, maybe a heart attack instead!" Ben jives, "What are they teaching you that for? I thought we already went through the birds, the bees, and all the other flying critters?" Peter laughs somewhat awkwardly at his uncle, "And by the way Peter I did see you speaking with a blonde girl before I arrived, did you discuss the days topic with her?" Ben says with a wink.

Peter's face turns red with embarrassment, he looks away with a large grin on his face, "Maybe" he replies.

**Midtown High**

* * *

The next day at Midtown High Liz, M.J. and Gwen talk as they head off to class. Liz tells the others she's just going to the toilets before class. Liz enters the toilets alone and sits down in a cubicle. As she does she hears another person enter the toilet, but then she doesn't hear them enter a cubicle.

When Liz leaves the cubicle she looks around to see if anyone is around, as she approaches the mirrors suddenly she is grabbed from behind and a cloth placed over her mouth. She glimpses a large figure behind her before passing out.

Four men sit in a van out the front, there are screens set up showing footage from within the school. They however, do not see the events occurring inside as they are in the middle of a game of UNO. One of the men, Jones, has unfortunately just been made to pick up eight cards and throws his hands up in frustration. As he does he catches a glimpse of someone in a trench coat wearing a hood on one of the screens, "What was that?" he asks the others.

They turn around to look at the screen but see nothing, then the figure appears on another screen, "There he is, that's our guy!" Jones proclaims. The rest of the men rush to their stations to analyze the video footage. They see a person walking through the halls, dressed in a large trench coat with a hood covering his face, depositing small objects.

Jones tells the men, "I'm going in!", the other operators are too busy adjusting their earphones and screens to pay attention. Jones waits for a response but hears nothing; he opens the doors and heads in with his electric Taser gun.

Jones runs up and down the halls, trying to find the man he saw in the video. He tries to contact his team but he has forgotten his earpiece. As he turns a corner he sees the man in the trench coat turn into a door leading to the auditorium. Jones runs down the hall and follows him into the doorway. Jones walks through some curtains, pushing them out the way in order to see where he's going then suddenly from behind a hand grasps over his mouth and he falls unconscious.

* * *

Liz opens her eyes, her head is groggy and dazed. As her eyes adjust she sees curtains, lights and then seats.

_Am I in the auditorium? How did I get here?_

Then a shadow passes over her, she turns around and sees a large figure in a trench coat with purple inner lining, military boots, green fatigues and a gas mask.

The man leans over to her and begins speaking to her in a muffled tone, the mask has fogged up and his words are inaudible.

"What do you want? I can't understand you!" Liz asks frightfully.

The figure again speaks to her but she still can't understand him. The figure takes the mask off, "You're going to pay for what you did bimbo!"

Liz is confused, "I don't understand, pay for what?"

"You'll pay for what you did to my brother!" Liz looks at him expressionless, "I don't understand!"

The man becomes frustrated, "My brother Garrison, he's been beaten near to death because of you and your friends!"

"Who's Garrison?" Liz asks still dumbfounded, "He's your boyfriend, Gaz! I'm his brother Francis!"

Finally Liz comprehends the situation, "Oh your Gaz's brother!"

Francis shakes his head in disbelief, "Well now that you've caught up, give me your phone I want to talk to your friends!"

Francis takes the phone and looks at her messages, "Flash! seems like you've already found a new boyfriend, well lets see if he'd like to join us!"

"So did something happen to Gaz?" Liz asks finally catching up, Francis shakes his head in disbelief.

* * *

Flash sits in class, not paying attention to the teacher, doodling on his book. As he does he feels a vibration in his pocket, he looks up to check that the teacher is busy and views the message:

[I have Liz, come to the auditorium alone]

Flash looks at the phone and is slightly confused

[who is this, what do u want]

[You both must pay for what you did come now]

[Is this a joke] Flash replies, then he receives a picture message of Liz tied up with a knife at her throat. Dread fills his body as he tries to think of a way out of class. Flash raises his hand and asks to go to the toilet but the Teacher refuses. Peter notices Flash getting irritated, fidgeting with his books.

Flash again replies to the message, [I can't get there what do u want]

As Flash sends the message the teacher calls out, "Flash, give me the phone, there's no texting during class!"

"But sir, you don't understand, it's an emergency!" Flash pleads, "I need to go!"

The teacher holds out his hand waiting for Flash to hand over his phone. Flash hesitates and the Teacher becomes even more upset, "Now Flash!" he demands angrily, as he does the fire alarms sound.

"Ok class, we need to evacuate, everyone leave in an orderly fashion!" The teacher calmly asks the class, who respond by rushing out the room into the hallway.

Flash leaves the group when the teacher isn't looking, ducking down a hallway on the way to the auditorium. Peter takes his bag and walks with the group for a few meters, then ducks down the hallway when the teacher is distracted. Peter stalks Flash down the corridor, hiding behind lockers so that Flash doesn't see him.

**Midtown High - Auditorium**

Flash enters the Auditorium and looks around, He finds Liz tied up, lying on the stage with Francis, a tall imposing figure standing over her with a hunting knife in one hand and a detonator in the other.

"Who are you, what do you want?" Flash asks Francis. He replies but Flash can't understand him, "I can't hear you."

Francis pulls up the gas mask, "You're both going to die because of what you did to my brother!"

Flash is confused, "Who's your brother?"

Francis' frustration boils over, "Don't worry, all you have to do is die!" he places the gas mask back over his face and hits the detonator button. Flash ducks down to avoid the explosion but none occurs.

Peter standing outside the auditorium door reaches into his bag and puts on his balaclava. As he opens the door to enter there is a large explosion of gas in the hallway in front and behind him. Gas begins to fill the hallway closing in on him, Peter ducks into the auditorium and closes the door behind him.

The smoke begins filtering underneath the door; Peter moves away from it and approaches the stage.

At the other end of the stage Jones wakes up and stumbles out of the closet he had been stacked in. His head is groggy and he stumbles around looking for a door. Finally he finds one and opens it, only to be greeted by a waft of hallucinogen smoke. He slams the door shut, stumbles back and falls over.

Flash returns to his feet, "What was that?"

Francis holds up his gas mask, "I've set up knockout gas and hallucinogenic gas around the school, nobody's going to disturb us!"

"Um excuse me?" Peter says standing on the side of the stage, "Sorry to interrupt but I think that plan is out the window!"

Francis turns around startled, "Who are you? How did you get in?" he asks.

Peter hesitates for a second, "I'm The Masked Menace! And I came through one of the doors you should have locked first Genius!"

"Masked Menace? What kind of a name is that? Francis mocks Peter who is taken aback, "Well it's a work in progress!" Peter replies as Francis put on his gas mask.

Francis holds out his knife ready to attack, he yells at Peter, "Give it your best shot!" Peter replies "What? I can't hear you!" pointing to his ears.

Francis pulls the mask up; as soon as he does Peter slides forward and kicks him in the chest, sending him flying off the stage next to Jones.

Peter bends down to help Liz, Flash jumps up on stage to assist him. Flash takes off the tape binding her, "Are you all right Liz?" he asks, Liz hugs him tightly, "Get me out of here!" she pleads.

Francis gets up in some pain; he can feel some ribs out of place. He looks down at Jones who stares back up at him in horror.

_The hallucinogen seems to be working,_ Francis thinks to himself.

Jones looks up at Francis, his head is swirling, the world is distorted and colorful powered by hallucinogen. As he peers up he sees a man in green stand over him, the purple inner of his jacket flows like a purple cape, and his gas mask looks like a fishbowl with swirling gas inside. Francis leans down to Jones "Arrrgghhhhh" he yells frightening him.

Flash is helping Liz down to the floor off the stage, Francis approaches the stage where and pulls out a handgun from under his jacket. Peter's spider sense warns him of danger; he grabs the two and jumps off of stage in time to avoid the bullets.

"Quick hide!" Peter tells them as he sneaks around the front of the stage. Francis crouches on the other side of the stage waiting for Peter to emerge, after 20 seconds he gets frustrated and jumps out pointing his gun where Peter was, but no one is there. Suddenly from on stage an object flies at Francis and knocks the gun from his hand sending it flying. Peter runs down from the stage and leaps onto Francis knocking him to the ground and holding him down.

Francis reaches under his jacket and hits a canister, which explodes engulfing the two with hallucinogen gas. Peter rolls away, he becomes groggy and his head starts to swirl. Peter climbs on stage to avoid the gas; Francis follows him unaffected with the aid of his gas mask. Francis jumps up on stage with his hunting knife and approaches Peter who falls over. Francis stands over him and thrusts his knife towards Peter's chest when he is suddenly tackled by Flash knocking the knife lose.

Flash gets onto his knees and sees the knife lying on the stage; he scrambles over to it. Francis sees Flash's attempt to get the knife and scrambles over as well. Flash gets to the knife first and slashes Francis in the arm, who screams out in pain.

Peter stands up, he is recovering from the hallucinogen quickly. He walks over to Francis and holds him down. Flash throws the knife away and hurry's back to Liz.

Peter pulls off Francis' mask "Now be a good boy and don't try that again, ok!"

At the back of the stage Jones staggers towards Peter pointing his Taser gun, "Stop, you need to come with me!" Peter looks up, _I've been caught!_

Jones sways his gun as he points it at Peter, the hallucinogen is still affecting him, _Go Peter you won't get another chance!_

Peter leaps off Francis and runs across the stage. Jones tries to fire at him but misses hopelessly. Jones then turns the gun to Francis but he's no longer laying there.

**Midtown High - Outside the school**

* * *

Chaos has enveloped the front of Midtown, students are loitering everywhere, teachers try to organize their classrooms and take a roster call, fire trucks sirens are blaring as their units enter the building looking for fire and anyone trapped.

Finally the firefighters emerge with two people, Flash and Liz. They both wear gas masks provided by the firefighters and are escorted to a paramedic. Mr. Smith and the other members of the van stand and observe Flash being taken away.

Gwen and M.J. also spot Flash and Liz as they emerge and try to get through the barricades but are prevented by the police. Behind them Harry approaches, out of breath, "Hey are you girls alright?" he asks.

"Harry Osborn, what are you doing here?" Gwen asks, "I heard about a fire and thought about you guys!"

"Oh thanks Harry, we're good, Flash and Liz just got out as well!"

"That's great" Harry replies with sarcasm, he then continues in a more serious tone "But what about Pete?"

Both girls suddenly freeze, they realize they haven't seen Peter, "Oh no, where's Parker!" M.J. utters with terror. Dread sweeps over Gwen, "Peter, where's Peter?"

Both girls immediately grab a police office and pull his uniform frantically, "Our friends in there, you need to get him!" M.J. pleads.

"Hey guys, how crazy is this fire!" Peter suddenly answers from behind them. Both girls turn around and hug him at the same time, Peter blushes.

"Where were you, we thought you were inside!" Gwen tells him with annoyance.

"I was just in the crowd with everyone else!" Peter says with an innocent smile.

"Well don't do that to us again!" M.J. tells him with relief. Harry stands behind them and winks at Peter, "Glad to see you're alright Pete!"

Peter briefly speaks with Gwen and M.J., and then motions for Harry to follow him as M.J. and Gwen speak with some other students. Peter and Harry walk away from the crowd, Peter whispers "The men in black are here, one tried to capture me today!" Harry is astonished, "Really, where are they?"

Peter points to Mr. Smith, he and his men are at the paramedic where Jones has been rescued by the firefighters.

"I'm going to see what I can find out, listen in on their conversation!" Harry tells Peter, "No, no, no, are you crazy?" Peter replies, "It'll be fine, they're not looking for me!"

Harry casually walks over to the paramedics but can't get close enough to hear; all he can see is Smith questioning Jones.

"You're telling me that a man wearing a fishbowl and purple cape kidnapped you, set off all these gas bombs, tried to kill some girl but was rescued by our masked man?" Smith questions him sternly.

"That's it Sir, I know it sounds crazy!" Jones replies.

"Meh, It's not even half as weird as what I normally come accross!" Smith says with a shrug of his shoulders, "So he is definitely our man, you're sure Jones!"

"I'm sure sir!"

"Ok lets bag him then!"

Harry returns to Peter, "What did they say?" Peter asks attentively, "I couldn't hear anything, but it didn't look serious, I think you're fine!" Harry reassures him.

**Forest Hills**

* * *

Flash offers to walk Liz home together after the day's ordeal, they walk close to each other, brushing up beside each other, hands nearly touching. They flirt with each other, giggling at silly jokes becoming lost in each other's gaze.

As they stand out the front of Liz's house Liz looks up into Flash's eyes

"I just want to say I can't thank you enough for saving me again, you really are a hero, you're my hero!"

"And what reward does a hero receive these days?" he asks.

Liz grabs Flash by the collar, pulls him down and kisses him passionately on the lips. They embrace for a while then she releases him and smiles, "See you tomorrow flash!" and walks into her house.

Flash is beside himself with excitement, he walks down the street giddy as a schoolgirl. As he admires his surrounding, the leafy streets he walks down a black van comes to a screeching halt next to him, a side door slides open, two men fire tranquillizers at him hitting him in the chest. Flash tries to run but quickly loses consciousness and is dragged into the van which speeds off.

**Gaz's house**

* * *

Francis returns home after escaping out the back of the school and avoiding all the police. He enters the house and storms into the lounge room where his brother Garrison is lying on the couch, bandaged up and barely moving.

"Did you finish them off?" Garrison asks, grimacing as he does.

"Arrrrgghhhh" Francis screams in frustration "That stupid girls friends ruined everything, I've got broken ribs and I've been stabbed!"

"What, they got away? You failed…" Garrison begins to growl at his brother when his voice trails away as he sees a giant figure standing in the door. Francis turns, then backs away when he sees figure standing in the doorway.

"Failed? You both failed" the figure speaks slowly with a deep sinister voice "You boys were meant to keep a low profile!" he pauses, "You were meant to distribute what we gave you, and find us volunteers!"

"We're really sorry sir, but…" Garrison begins to explain but stops as the figures red eyes penetrate his being, they are filled with rage and malice, but also coldness.

"We can not afford incidents like Richmond Hills, and Midtown! The project is too important for any lose ends!"

"But sir" Francis asks.

The figure pulls out a silencer piston and shoots both brothers in the head, "Dispose of these two and burn the house down!" he tells his associates.


	8. Black Suits

**Midtown High**

* * *

Peter walks down the halls of Midtown High, the students all speak excitedly about yesterday's events. Peter ignores everyone and heads straight to his locker. As he takes his books out he notices Liz speaking a few lockers away.

"It's really weird, I haven't heard from him all night, I called and messaged him but nothing!" Liz explains to M.J. and Gwen with concern.

"It's ok Liz, he's probably just sleeping after all the craziness of yesterday!" M.J. reassures her.

"More likely he went out with his bonehead friends." Gwen adds.

"No he wouldn't do that, we talk and message every night, maybe Gaz's brother got him!"

The two girls suddenly realize Liz's fear, "They didn't catch the guy from yesterday?" M.J. asks.

"I don't know, but I didn't hear anything on the news" Liz replies.

"Come on guys, I'm sure its fine, he'll turn up soon enough" Gwen says reassuring the two girls, "Now lets get to class before we're late!"

Peter follows them to class and his mind begins to wonder, _What happened to Flash? Did Francis really get him? _

In class Mr. Smith begins with an sad announcement, "Firstly class I have some sad news, Last night there was a car accident involving two members of this school, Jessica Jones and her parents were involved and sadly here parent didn't survive, Jessica is in a stable but critical condition!"

_Jessica Jones, I was just speaking with her the other day, I can't believe it_ Peter thinks to himself.

Mr. Smith pauses and looks toward Liz, "Flash Thompson was also involved in the accident, his injuries were not as severe but he will be kept under observation for a number of days."

The class is in shock, Liz begins crying uncontrollably and M.J. runs over to comfort her, holding her as she cries. Gwen also looks upset but does not join the other girls; she sits alone and holds back tears.

"Mr. Thompson is in a stable condition, he is not allowed visitors, but I'm sure he'll be let out in a few days" Mr. Smith continues. M.J. takes Liz out of class to compose herself.

After class Peter and Gwen walk out of class and Gwen subtly motions to Peter that she should follow him. Peter does so with anticipation, _Gwen wants to speak to me, woohoo._

As they turn around the corner he sees M.J. and Liz standing beside some lockers talking, Gwen approaches them and pulls Peter in.

"Parker we don't think this was an accident, we think Gaz's brother did this!" Gwen tells Peter who scratches his head in confusion, "Gaz's brother, I don't understand?"

"The guy who set off the smoke bombs yesterday, it was Gaz's brother, Francis! He tried to kill Liz, and Flash, but he got away and now Flash is in hospital" She continues.

"That's a coincidence, Flash was in a car accident, he wasn't attacked" Peter tells them in a dismissive tone.

"Flash walked home from my house, he wasn't even driving, how can he be in a car accident unless someone took him" Liz bites back at Peter.

"Ok guys, calm down, we don't know what's happened, but we should be careful, just in case" M.J. tells the group. "I'm sorry Liz, I'll walk you home if that makes you feel better?" Peter offers to Liz, "I'll get Sean and Seymour, I'd feel safe with them!" Liz growls at Peter as she storms off, M.J. chasing her.

Peter and Gwen stand there together alone, "I'm sorry if I offended Liz, I was just saying…" Peter begins to explain, "Don't worry Parker, you're totally right, she's just upset and confused" Gwen cuts in, "We can't imagine what she and Flash went through."

"Yeah, it must have been scary" Peter replies, pausing as he thinks of something more to say, "It's been a hectic few weeks for all of us!"

"I know, let's hope that's the last of it" Gwen replies with a sigh of relief and a smile. Gwen begins to walk away, _Do something Peter this is your chance._

"Um Gwen?" Peter asks hesitantly, "Maybe I should walk you home, just in case Liz is right."

Gwen looks at Peter with disbelief, Gwen is a proud strong independent woman who doesn't need to be walked home, "I'm fine to walk on my own!" she tells him abruptly. Peter is taken aback by her comment and looks down in disappointment. Gwen quickly comes to the realization that Peter's intentions were totally noble she suddenly changes tact and smiles warmly "Actually that would be good, thanks Peter."

* * *

After class Peter waits out the front for Gwen, his palms are sweaty with a slight tremor in his hands as he nervously waits. Gwen approaches from behind Peter, "Hey Pete, ready to go?"

"Uh… ah Hey" Peter replies awkwardly.

The two walk together with Peter not saying a word, Gwen breaks the ice, "So Pete what does your dad do for work?"

Peter is off put by this question, he hesitates for a few moments then answers, "Ah, that's not my Dad, that's my uncle."

"Oh sorry Peter, I just figured…" she answers but then trails off.

"My parents died in a plane crash when I was young, I don't remember them at all!"

"Oh Pete I'm so sorry I didn't realize" Gwen apologizes, placing an arm on Peter's back comforting him.

"Its Ok, it's all I've ever known, and my Uncle and Aunt are really great, they've given me everything I could want, brought me up as their own son!"

"They sound really great Pete, you're really lucky, not everyone has such great support."

Peter detects some sadness in Gwen's voice, "Is that from experience?" he asks, probing her. Gwen looks back at Peter annoyed and defensive, "What are you trying to say?"

"Sorry Gwen, I didn't mean…. you just sounded like you knew someone who…" Peter struggles to explain his question. The two walk in silence for a minute then Gwen opens up, "Sorry if I was upset before Pete, I have an interesting relationship with my parents!"

"Really? I'm sorry to hear that" Peter replies sympathetically.

"Everyone thinks my life must be great, because I do well at school, I'm a cheerleader, blah blah blah" Gwen says sarcastically, "But the truth is I do all this because my perfect father and perfect mother demand it!" she continues, "Sometimes I wish I didn't always have to strive to be the best, not worry about trying to be perfect, I wish I could just be me!"

"That sounds like a lot of pressure, I guess being popular is just as hard as being unpopular" Peter sympathizes.

"Being popular isn't always that great, people pretend to like you, and want to be your friend, but they don't know you" She pauses, "they don't want to get to know you!" Gwen explains, with a hint of sadness in her face as she stops at the front of her house.

"Being popular sounds nearly as lonely as being unpopular?" Peter asks, "Yeah, I guess we're both lonely, just in different circles!" Gwen retorts.

Peter looks deep into Gwen's eyes, she catches his gaze and stares back, "We're not lonely Gwen, we have each other!"

Gwen smiles as warmth fills hear heart; truly someone has actually taken an interest in her for who she is. "Thanks Peter, that means a lot, see you tonight at class" Gwen tells Peter softly as she walks off to her house. Peter walks away with excitement resonating throughout his entire being; _Gwen and I had a moment _he thinks as he walks home.

**Midtown gymnasium**

* * *

Peter and Harry meet at Midtown gymnasium before attending the Science Academy, as they have been doing over the last few weeks. Peter continues his martial arts training and building his strength in Harry's new personal gym.

Peter lies down on the bench, lifting 50kg on each side, a big improvement from the 20kg he started with a few weeks ago. As Peter lifts the weights above his head the bar bends in an arc under the weight. Harry stands directly in front of Peter, spotting him.

Peter sits up and admires his arms in the mirror, the long skinny arms he once had are now starting to take shape, he is by no means Arnold Schwarzenegger, but a definite improvement.

"So Pete, what's this news you need to tell me?" Harry asks. Peter snaps out of his trance of self-admiration.

"Well today something weird happened, Flash apparently was in a car accident, Liz is really worried!" Peter begins.

"Really, is he OK?"

"Well that's the weird part, no one is allowed to see him and Liz thinks he wasn't even in a car!"

"Liz?"

"Yeah I think they're together now, but the really weird thing is that Mr. Smith was the one who told us about the accident."

"You mean Mr. Smith, as in Men in Black Smith!"

"Yeah exactly, do you think he's got something to do with it?" Peter asks with concern.

"Nah I'm sure its fine, Flash was most likely fooling around with friends in a car, he's a jerk anyway who cares!" Harry tells Peter dismissively.

**Oscorp Tower**

* * *

Gwen Stacy waits at the front of Oscorp tower as Peter and Harry approach "Hey Peter, hi Harry" she greets them.

"Hey Gwen" the two respond simultaneously.

"Something weird is going on, I rang Flash's mom to see if he's all right but she isn't allowed to see him" Both boys listen intently, "She said there's a record of him at Midway Hospital, but when she visited no doctors know about it!" Gwen continues, "I also asked my dad about the car accident, and even though the report has him involved the officers at the scene didn't see a boy involved!"

"So what do you think happened, Gaz's brother?" Harry asks.

"I don't know, maybe… But the weird thing is how did Mr. Smith find out this information?"

_The men in Black have taken Flash_ Peter thinks to himself.

"I'm sure the hospital notified the school, that's why Mr. Smith knows about it, I wouldn't worry" Harry responds.

"Yeah it is weird, but I'm sure it's gonna be all right, All we can do is wait and find out" Peter adds, "Yeah you're probably right, Liz's hysterics is rubbing off on me, she's called me four times today already!"

* * *

During class Harry and Peter are again doing practical work on their spiders, cleaning out dead flies. "I thought science would be a little more fun, when you see it on TV its all electricity, interactive holograms, cool colors, but all we're doing is cleaning out dead flies" Harry complains.

"Welcome to science boys!" Dr Connors booms startling them both. "Science is not always bright lights, most of it is boring, tedious and hard work" Connors pauses as the boys regain their bearings, "But at the end, when you've discovered something new, something no one else has, something to change the world, then it's all worth it!"

"Yes sir" the boys reply embarrassed.

Dr Connors looks at the boys' progress, flicking through their notes on their iPad.

"Very good boys, you've been very thorough with your notes and measurements" Dr Connors praises the boys, "Thanks sir" Peter responds.

"I just hope you still have all you're remaining spiders left" Connors remarks with a slight hint of sarcasm. Peter holds his breath and looks up at Connors who has a small little grin on his face, "Only kidding" Connors continues.

Dr Connors continues to check their notes and Peter cleans out enclosures, "So how are you Peter, how is everything going at home?" Connors asks. Peter is surprised and unsure how to answer, "Ah, good thank you sir" he replies, not quite sure what to make of the question.

"I'm glad to hear Peter, I'm aware didn't have the opportunities that other had growing up" Connors looks at Harry as he mentions that, "But you are one of my top students and I have great expectations for your career in science."

Peter is stunned by Dr Connors admission; Harry looks across annoyed at Dr Connors.

"Thank you sir, I will try my best" Peter replies to Connors as he walks away.

"Teachers pet" Harry whispers to Peter.

**Peter Parkers house**

* * *

Harry and Peter sit in Peter's bedroom discussing the day's developments.

"Harry, I think the men in black have Flash."

"Flash, why would they have Flash?" Harry asks confused.

"In the auditorium, the agent probably mistook Flash for me, they think he's the masked menace."

"OK so one, we need a better name than the masked menace! And two, even if they took Flash who cares, he won't be around to bully you, and the suits won't be looking for you anymore!" Harry tries to reason with Peter, "Harry, Flash saved my life, I owe him, and it's not right he takes the fall for what I've done!"

"Pete, he saved you once, you've saved him and his ditzy girl how many times? I think the scales are in your favor!"

"It doesn't matter Harry, I have to save him, and I need your help!" Peter pleads with Harry.

"OK Pete but this is such a bad idea, what do you need?"

"All I need is one of your trackers!"

* * *

The boys head downstairs for dinner; Aunt May has cooked up a large pie and included some green vegetables.

"Look at this boys, how good is this meal, you can't buy this in a restaurant!" Ben tells the boys, "Delicious" replies Harry, Peter just puts a thumb up as a sign of approval, to busy inhaling his dinner.

"Make sure you eat your greens as well Peter, they'll help you to grow up to be big and strong!" May tells Peter who smiles smugly to himself.

As they finish dinner Aunt May takes Peter and Harry's plates away, "Thanks Aunt May" Peter says as she takes his plate, "Thanks Aunt…" Harry begins to say, then corrects himself, "Sorry, Mrs.. Parker" he finishes. May leans over and kisses Harry on the head, "You can call me Aunt if you like Harry, You're just like a brother to Peter and a part of our family," she says lovingly. Harry's eyes fill with tears of joy; he wipes them away trying to hide his emotion from the others.

"Hey guys, do you want to come see my new model?" Uncle Ben asks the boys, deflecting attention from Harry. "Really, you have another one" Peter complains

"Come on Peter, you used to love my models when you were younger."

"Sure Mr. Parker" Harry responds, "Well if you get to call May Aunty, I get to be called Uncle!" Ben mockingly protests. The boys follow Ben down to the basement to see his newest model, a spider.

"What do you think boys? It's for your science project, a mascot!"

Peter and Harry stare in awe; the model is a black widow spider with a red stripe on its back. The model contains everything, mandibles and fangs, legs and eyes. As they circle around it Harry notices that the dark color is a blue and not black, "Hey Mr. Parker…. I mean Uncle Ben, it actually looks blue and not black."

Uncle Ben's face drops, "I couldn't get any black paint, I had to use the blue from my last model" Ben points over to his wall of models at the Good Year blimp.

"That blue is way cooler" remarks Harry, "Yeah that is so cool" Peter joins in. Pride fills Ben as he explains how he created the various parts, the boys are enthralled. The boys then share details about the physiology of a spider and why the fangs strike down as opposed to pinch in from the side, how the female eats the male after mating and how and why venom evolved. The three spend an hour discussing spiders until May calls them up; Harry's limousine has arrived.

As Harry leaves the front door he whispers to Peter, "Meet me at the front of Midtown, corner of 110th and 68th avenue."

**Midtown High**

* * *

Before school Peter approaches 68th avenue and sees Harry standing underneath a tree in a hat and a trench coat. Peter approaches him noticing that Harry is quite anxious, continuously looking around ensuring that no one is watching.

"Hey Harry, what's up with the coat?"

"I'm under cover, incognito, you know" Peter shakes his head, "So why are we meeting incognito?"

"I've got a tracker for you, to put on Mr. Smiths car!"

"Really, that's great Harry!" Peter replies excitedly, "But Pete, you've got to be really careful you don't get caught. Wear gloves when you handle it, if they get your finger prints or DNA!"

"Yeah I know, I'll be a science experiment!"

Harry hands Peter a small coin like device in a plastic bag, "It's magnetic so it will stick to his car" harry explains, "Text me when he leaves and I'll track him on my phone."

"But won't you be at school Harry?" Peter asks, "No, I only go to school when I really need to, my dad doesn't really care, so why should I?"

Peter thanks Harry and heads to school. As he approaches Midtown he can see Mr. Smith's red corvette parked on the side street and approaches it. As Peter walks past he opens the plastic bag and flicks the sensor onto the back of his car, making sure he doesn't touch the sensor at all. Peter then continues into Midtown for another day at school.

* * *

After school Peter stands behind a tree on the corner where Mr. Smith's car is parked. He observes Mr. Smith drive off and messages Harry, [He's gone].

Peter begins walking down the street when he receives a message back, [He's heading to the city, get on a train now!].

Peter runs to the nearest subway station and flies down the stairs, narrowly making it onto a departing train for central station. Peter waits on the train and looks at his phone, waiting for an update but his connection keeps dropping out. Finally a text message gets through, [He's stuck in traffic, meet at central!].

**New York City**

* * *

Peter gets off at central and meets Harry who shows him the tracking beacon showing Mr. Smith emerging from the Long Island expressway into New York City. The boys track his progression through the city and follow him move towards the general direction he's heading. The beacon then turns right and heads directly towards them, Harry gives the iPhone to Peter, "When he goes past you follow him, you're faster and can keep up with him!"

Peter takes the phone, "Ok Harry, lets do it."

Smith's car drives past, Peter hides behind a phone booth and begins running down the footpath in pursuit. Peter keeps up with him until Smith hits a red light and stops. Peter waits out of view, as he does Harry walks up beside him, "Guess we can both keep up with him in New York traffic."

The two boys continue to stalk the car as it approaches time square when it pulls down a side street and pulls into a car park in a building on West 26th street. Peter and Harry walk on the other side of the street looking at the building, observing people in suits walking in and out of the main entrance. As they pass the building Harry turns to Peter, "This is a really bad idea!"

* * *

Later that night Peter and Harry meet on W26th st a few blocks down from the building.

"Hey Pete, I tried to get plans for the building like you asked, but they don't exist!"

"What do you mean they don't exist?" Peter asked confused,

"I mean they don't exist, this entire building doesn't exist when you look through the records" Harry explains, "Who would have thought secret government organizations don't publicize details of their existence and building plans!"

"That's not great, lets get to the roof of the building next door and assess our options."

**Unknown building W26th st - New York - Next door**

* * *

Harry and Peter emerge from the fire escape onto the roof of the building next door. They sneak up towards the edge and hide behind a wall.

"Ok Harry so the plan is we'll shoot the suction cap onto that wall over there, I'll climb across and go in through that air-conditioning vent" Peter explains, "Once I'm in I'll find a computer and connect your dongle, allowing you to locate where Flash is being kept."

Harry shakes his head, "It's not like they're going to have a computer file with "Flash Thompson in room 5! How am I supposed to find him?"

"Harry, you'll find him, you're a genius with computers, you'll find a way."

"Pete, this is a secret government organization, I'm pretty sure they're going to have advanced systems that I won't be able to hack."

"You'll be fine Harry, I saw it on TV" Peter says with a wink.

"Once I have Flash I'll message you, kill the electricity then we'll escape!"

"Pete, this is the most top secret agency in the world, they have back up power, their security guards are probably kung fu experts with guns, Flash isn't worth dying for."

"Harry, he saved me in the Auditorium, I can't let someone take the blame for what I've done."

"Ok Pete, If that's the case why don't you just make a scene out the front and they'll see the masked menace is still on the loose?"

"They won't let him go Harry, he's been inside, they'll just make him disappear, you said yourself they make people disappear or forget what they've seen."

**Unknown building W26th st - New York**

* * *

Inside the building there are a number of scientists working on bloodworm taken from Flash the previous day. Mr. Smith walks into the room and asks, "Do we have any answers from the blood work and the strength measurements?"

All the scientists' shake there heads, the head scientist informs him, "Sorry Sir, we have detected no anomalies yet in the blood, and our guest has shown no extreme force on the Dynamometers we have installed on this chair."

Mr. Smith replies, "Ok keep working, I'll speak with our guest!"

Flash sits in a chair; straps that measure his resistance called Dynamometer fasten his arms, legs and chest. Mr. Smith opens the door accompanied by Agent Jones.

"Mr. Thompson, I'm sorry for the manner in which we're meeting today, but we are in need of some answers!"

Flash sobs to himself, "What do you want?"

"Mr. Thompson we want to know how you developed your super strength, and we need to speak about your public displays of that strength."

"What, do you think I'm the masked menace?"

"Masked menace?" Smith asks confused.

"The man who saved me and Liz at school from that crazy guy!"

Smith now turns to Jones who is loosening his tie uncomfortably, Smith motions for Jones to follow him out of the room.

**Unknown building W26th st - New York - Next door**

* * *

Harry organizes his computer and has a remote connection synced with a dongle. Peter has a suction caps connected to rope with a little crossbow.

Peter has picked a place where he will shoot a suction cap and slide down to an air vent. Peter begins to line up the crossbow when Harry interrupts, "Doesn't that air vent have a fan, that's spinning really, really fast? That could be a problem Pete!"

Peter pulls his crossbow back from the ledge and holds it by his side, "Hmmm I didn't think of that!"

"I think we need another plan" Harry tells Peter. Peter throws the crossbow down in frustration, as it hits the ground it fires and the suction cap, and rope goes flying off the other side of the building. Both boys quickly duck and look as the last strand of rope sails over the rooftop.

"Didn't you tie the rope down?" Harry asks Peter, "I thought you were doing that!" Peter replies.

**Unknown building W26th st - New York**

* * *

Smith stands in the hallway questioning Jones, "Are you sure Mr. Thompson saved the girl in the auditorium?"

"Yes, he was wearing a balaclava, he saved her then carried her in his arms"

"Did you actually see Mr. Thompson do anything super human?" Jones is silent, "Was he wearing a balaclava when he left?" Smith continues interrogating Jones who stands silently.

"I thought you were sure Mr. Thompson was the man in the mask?"

Jones replies, "Yeah he was, well I thought he was… I mean I did inhale some of that gas, it got a little crazy for a while!"

"I should have guessed, especially since your report includes a mysterious man with a fish bowl on his head attacking you."

Smith travels to the lunch room with Jones in tow, he sees the rest of his team playing cards, "Someone check the footage from the Midtown High incident, we need to find out who else was in the hallways!"

The three men are silent and look at each other uncomfortably, "Is there a problem?" asks Smith.

One of the men tentatively responds, "We don't have any data from that day, the hard drive was full!"

"The hard drive was full, how did this happen?"

All three men look at Jones who loosens his tie and unbuttons his shirt with extreme discomfort. "Ah well the van has great bandwidth and a great connection, so we downloaded some TV series."

"You used agency equipment to download pirated content and inadvertently jeopardized this entire operation?" Smith asks Jones in an angry but composed manner.

"Yes" replies Jones. Smith looks around at the rest of the team, "Well there's nothing we can do now! Though maybe we can use this situation to our advantage."

Smith walks out of the room and stops as he passes Jones; he looks back and asks, "So what did you download?" Jones is startled, "Um it was Buffy the vampire slayer!" Smith continues, "Which season?" Jones answers, "Season five" Smith smiles, "I love that season, burn me a copy then clean the hard drive!"

* * *

Smith re-enters the room.

"I didn't save Liz, the masked menace did, and he gave her to me to keep safe while he went back to fight that guy" Flash blurts out in a panic.

"Ok Mr. Thompson, do you know who wears the mask?"

"The Masked Menace? Sorry Sir, no one does!"

"They always need a name don't they" Smith mumbles under his breath.

"Mr. Thompson, we require you to find out the identity of this masked menace!"

Flash nods with vigor "Certainly sir, I'll find out who it is"

"Good, what I want you to do is find evidence, real evidence of who it is, not just people you think it might be. When you submit your homework during my class include a piece of paper with the evidence."

"Certainly Sir, anything you want!"

"I need concrete evidence of who is the man in the mask, or balaclava or whatever."

"But does this mean I have to do my homework?" Flash asks.

"If you get us this information, you will pass all your subjects and get into any college you want!"

**Unknown Building W26th st - New York - Next Door**

* * *

Peter and Harry peer over the ledge of the building looking for an alternative entrance. Harry spots a side door opening down the alleyway, "There Pete, maybe we can get in through there?"

As they peer down they see men in suits taking out a blindfolded individual.

"Is that Flash? Harry asks, "I think it is" Peter responds as they peer down and see Mr. Smith emerge from the door overseeing the men take flash into a van and speed off. Smith looks up once the van leaves and both Harry and Peter duck to avoid being seen.

"Ok Pete, lets get out of here, this mission is over!"

"I think you're right Harry!" Peter responds as the two boys pack up their equipment and leave.

In the alleyway an agent approaches Mr. Smith "Sir, we found this object on your car, it seems to be some sort of tracking beacon."

Smith looks at the object, and then looks back up at the ledge of the building next door, "Thank you, I'll investigate this myself!"


End file.
